ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
ANNUAL REPORT
FOR THE YEAR ENDED
31 DECEMBER 2022
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 2
CONTENTS
Page
-
Directors’ Report
3
-
Financial Statements
Statement of comprehensive income
for the
year
ended
31 December 202
2
3
5
Statement of financial position as at 31 December 202
2
3
6
Statement of changes in equity
for the year ended
31 December
202
2
3
7
Statement of cash flows
for the year ended 31 December 2022
3
8
Notes to the financial statements
3
9
-
Other information
Statutory provision regarding appropriation of result
6
9
Independent Auditor's report
70
-
Appendices
Defined terms
i
-
x
i
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 3
REPORT OF THE BOARD OF DIRECTORS
This annual report of Energy Transition Partners B.V. (hereinafter referred to as “Energy Transition” or the
"Company") for the year ended 31 December 2022 consists of the report of the board of directors of the Company (the
“Board”, the “Directors’ Report” or the “Board Report”), including the responsibility statement and other mandatory
statements by the Board and the financial statements of the Company (the “Financial Statements”) and the
accompanying notes (the “Annual Report”).
ABOUT ENERGY TRANSITION PARTNERS B.V.
The Company was incorporated on 25 February 2021 under the name of EnTra Acquisition B.V. On 10 March 2021
the name of the Company was changed to Energy Transition Partners B.V. The Company has its registered office at
Luna ArenA, Herikerbergweg 238, 1101 CM Amsterdam, the Netherlands.
The Company is a Special Purpose Acquisition Company (SPAC) with the purpose of effecting a merger, demerger,
share exchange, asset acquisition, share purchase, reorganisation or similar business combination with, or acquisition
of, a business or company (a “Target”) (a “Business Combination”) operating in the Energy Transition Sector that is
headquartered or operating in Europe (including UK), although it may pursue a business combination opportunity in
any geography, industry or sector. Energy Transition Sponsor LLP (the “Sponsor”) is the Sponsor of the Company.
The Company was admitted to listing and trading on Euronext Amsterdam (the “Admission”), the regulated market
operated by Euronext Amsterdam N.V. (“Euronext Amsterdam”) on 19 July 2021 pursuant to a private placement (the
“Private Placement” or “Offering”) in which it raised EUR 175 million in gross proceeds (the “Proceeds”) in
accordance with the terms and conditions set out in the Company’s prospectus which has been issued on 15 July 2021
(the “Prospectus“). The Company completed the Offering of 17,500,000 units (the “Units”), each consisting of one
ordinary share (an “Ordinary Share”) and one-third (1/3) of a warrant (a “Warrant” or “Public Warrant”), at a price of
EUR 10.00 per Unit raising gross proceeds of EUR 175 million. Payment for the Ordinary Shares and the Public
Warrants (“Settlement”) took place on 21 July 2021 (the “Settlement Date”).
Since the Settlement Date, the Company has been focusing on the selection of a potential target company for the initial
Business Combination. The process is currently ongoing, and the Company has 24 months from the Settlement Date,
plus an additional six months subject to approval by the General Meeting, to complete a Business Combination.
The Company’s business strategy is to identify, combine with and maximise the value of a Target with operations in
the Energy Transition Sector. In executing this strategy, the Company will look for a Target that (i) complements the
experience of the Founders (ii) can benefit from the Founders’ operating and financial expertise and (iii) represents a
compelling investment opportunity for the Company and its investors.
If the Company identifies a suitable Target, the Company will enter into negotiations with the Target’s current owners
including, if appropriate, for the purpose of agreeing transaction documentation appropriate for the potential Business
Combination.
Assuming the transaction documentation is agreed, the Company will convene an extraordinary shareholder meeting
and propose the Business Combination to the Shareholders (the “Business Combination EGM”). The approval of the
Business Combination will require a simple majority (over 50% of the votes cast on the Shares) approval of the General
Meeting without any quorum requirement. Depending on the nature of the transaction, other resolutions may also need
to be passed which could have a higher voting threshold and/or have a quorum requirement.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 4
If a proposed Business Combination is not approved at the Business Combination EGM, the Company may (i) provide
notice of a subsequent General Meeting and submit the same proposed Business Combination for approval and (ii)
seek other potential Targets, provided that the Business Combination must be completed prior to the Business
Combination Deadline.
Upon completion of the Business Combination, the Company will repurchase Ordinary Shares held by Ordinary
Shareholders that so wish, irrespective of whether and how they voted at the Business Combination EGM in accordance
with the Redemption Arrangement.
The Company will publicly disclose material updates with respect to the transaction process leading up to the Business
Combination, including the envisaged Business Combination Date. On the Business Combination Date, all documents
will be signed and all such actions will be taken to legally complete the Business Combination. The Company will
issue a press release to confirm that the Business Combination has been completed.
At the end of the financial year ending on 31 December 2022, the Company has not proposed a specific target company
to the Business Combination EGM. The Company will continue its search for a proposed Business Combination with
a target company to be completed before the Business Combination Deadline.
RESULT
The Company has suffered an after-tax loss of EUR 9,492,075 (2021: EUR 5,137,352) for the the year ended 31
December 2022. The Company has not recorded any operational revenues. The result is attributable to the operating
costs and negative interest rates for large commercial deposits and to the recognition of the amortised cost impact of
the redeemable Ordinary Shares and change in the fair value of the Founder Warrants and Public Warrants as derivative
financial liabilities (pursuant to IAS 32) on the Company’s balance sheet, which is expensed through the profit and
loss and is a non-cash adjustment.
Over the course of the year ended 31 December 2022, the escrow account was subject to negative interest, initially at
European Central Bank (“ECB") variable rate minus 15 bps and then to positive interest rates. As a result, the money
held in the escrow account decreased to EUR 175,947,199 as at 31 December 2022 (2021: EUR 176,366,017).
STRUCTURE OF THE COMPANY
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 5
CAPITAL STRUCTURE
According to the Articles, the issued capital of the Company may consist of Ordinary Shares (including the Founder
Shares), the Founder Share F1 and the Company may issue Warrants and Founder Warrants.
The Company was incorporated with an issued share capital of EUR 62,500, consisting of 6,250,000 class A shares
having a nominal value of EUR 0.01 each. These shares were converted into class B shares having a nominal value of
EUR 0.01 each. An additional 3,750,000 class B shares were issued. The nominal value of each class B share in the
capital of the Company was decreased from EUR 0.01 to EUR 0.0025. Each of these class B shares was converted into
an ordinary share in the capital of the Company, and the nominal value of each such share was increased to EUR 0.01.
Subsequently, various cancellations of in total 3,750,000 ordinary shares in the capital of the Company took place. As
a result, on the date of the Prospectus, the issued share capital of the Company was EUR 43,750, consisting of
4,375,000 Founder Shares with a nominal value of EUR 0.01 each.
Set out below is an overview of the Company’s share capital for the dates stated in the overview:
Class of Shares Upon
incorporation
At the date of
the Prospectus
On the
Settlement
Date: Issued
share capital
On the
Settlement
Date: Issued
and
outstanding
share capital
(1)
Class A shares
6,250,000
-
-
-
Ordinary Shares
-
4,375,000
91,875,000
21,875,000
Of which Founder Shares
-
4,375,000
4,375,000
4,375,000
Founder Share F1
(2)
-
-
1
1
(1) Issued and outstanding share capital is excluding any Shares held in treasury. See below “Treasury Shares and Treasury Warrants”.
(2) There is a single Founder Share F1, which the Sponsor acquired in the Founder Private Placement. See below “Founder Share F1”.
On 6 April 2022, it was announced that Carl-Peter Forster would step down from the board of the Company effective
30 April 2022, following his appointment as Chairman of Vesuvius PLC. Mr Forster served as a non-executive director
from the 29 June 2021 until 30 April 2022. In connection with Mr Forster’s resignation from the Board, Mr Forster
and the Company have entered into an agreement for the acquisition by the Company of all of the 20,000 Ordinary
Shares in the Company’s capital held by Mr Forster, against an aggregate purchase price of EUR 200. The EUR 200
was paid to Mr Forster by the Company on 29 April 2022. As a result, as at 31 December 2022, the issued share capital
of the Company was EUR 43,550, consisting of 4,355,000 Founder Shares with a nominal value of EUR 0.01 each.
As at 31 December 2022, all Founder Shares were issued and fully paid up.
Ordinary Shares
The Ordinary Shares (for the avoidance of doubt, not including the Founder Shares) are issued in registered form and
have been entered into the collective deposit (verzameldepot) and giro deposit (girodepot) as referred to in the Dutch
Securities Giro Transactions Act (Wet giraal effectenverkeer). The Ordinary Shares are cleared through the book-entry
facilities of Euroclear Nederland. The Ordinary Shares are listed and admitted to trading on Euronext Amsterdam
under the symbol “ENTPA” and the ISIN NL0015000F82.
The Company maintains a separate share premium reserve in its books for the Ordinary Shares (excluding the Founder
Shares) to which the holders of the Founder Shares are not entitled (the “Ordinary Share Premium Reserve”), which is
for the exclusive benefit of the Ordinary Shareholders. Each payment on Ordinary Shares exceeding the nominal value
of such Ordinary Shares shall be booked on the Ordinary Shares Premium Reserve. The Ordinary Shares will rank pari
passu with each other and Ordinary Shareholders will be entitled to dividends and other distributions declared and paid
on them, including distributions from the Ordinary Shares Premium Reserve.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 6
Each Ordinary Share entitles its holder to the right to attend and to cast one vote at the General Meeting.
The Company classifies the Ordinary Shares as financial liabilities due to its redeemable feature.
Warrants (“Warrants” or “Public Warrants”)
Time of issuance, exercise and expiration
Warrants are listed and admitted to trading on Euronext Amsterdam under the symbol “ENTPW” and the ISIN
NL0015000FD2.
Each whole Warrant entitles an eligible Warrant Holder to subscribe for one Ordinary Share for EUR 11.50 per
Warrant, subject to certain adjustments, in accordance with the Warrant T&Cs. All Warrants will become exercisable
in the period which begins 30 calendar days after the Business Combination Date and ends at the earliest occurrence
of:
(i) close of trading on Euronext Amsterdam (17:30 CEST) on the first Trading Day after the fifth anniversary
of the Business Combination Date,
(ii) Liquidation (as defined below),
(iii) any liquidation of the Company in accordance with the regular liquidation process and conditions under
Dutch law or
(iv) redemption of the Warrants (the “Exercise Period”).
The Warrants are issued in registered form and have been entered into the collective deposit (verzameldepot) and giro
deposit (girodepot) as referred to in the Dutch Securities Giro Transactions Act. Application has been made for the
Warrants to be cleared through the book-entry facilities of Euroclear Nederland. The Warrants do not have a fixed
price or value. The price of the Warrants will be determined by virtue of trading on Euronext Amsterdam.
Warrant Holders may exercise their Warrants through the relevant participant of Euroclear Nederland through which
they hold their Warrants, following applicable procedures for exercise and payment, including compliance with the
applicable selling and transfer restrictions. No Warrants will be exercisable unless the issuance and delivery of the
Ordinary Shares upon such exercise is permitted in the jurisdiction of the exercising Warrant Holder and the Company
will not be obligated to issue any Ordinary Shares to Warrant Holders seeking to exercise their Warrants unless such
exercise and delivery of Ordinary Shares is permitted in the jurisdiction of the exercising Warrant Holder. If such
conditions are not satisfied with respect to a Warrant, the Warrant Holder will not be entitled to exercise such Warrant
and such Warrant may have no value and expire worthless.
Founder Shares
The Founder Shares are ordinary shares in the capital of the Company, having a nominal value of EUR 0.01 each and
numbered 1 through 4,375,000 (the “Founder Shares”), representing, in the aggregate, on a fully diluted basis, 20% of
the total number of issued and outstanding Ordinary Shares on the Settlement Date.
The Founder Shares are listed and admitted to trading on Euronext Amsterdam under the symbol “ENTPA” (same as
for the Ordinary Shares) and the ISIN NL0015000F82 (same as for the Ordinary Shares). Each of the Sponsor and the
independent, non-executive Directors and Cornerstone Investors have waived their respective rights to dividends and
other distributions declared and paid on them until completion of a Business Combination. Any dividends and other
distributions declared and paid prior to that time will therefore not accrue in favour of the Founder Shares. The holders
of Founder Shares are not entitled to distributions from the Ordinary Shares Premium Reserve. The Founder Shares
will rank pari passu with each other and the Ordinary Shares.
All 4,375,000 Founder Shares will be registered in the name of the Sponsor, the non-executive Directors and the
Cornerstone Investors in the Shareholders’ Register and will be held outside the collective deposit and giro deposit as
referred to in the Dutch Securities Transactions Act (Wet giraal effectenverkeer) until completion of a Business
Combination. Subject to the satisfaction of the conditions set out below (the “Promote Schedule”), and subject to
adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalisations and the like:
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 7
- on or around the Business Combination Date, 2,187,500 Founder Shares will be entered into the collective
depot and giro depot as referred to in the Dutch Securities Transactions Act and registered in the name of
Euroclear Nederland for the benefit of their holders and the economic rights with respect to these Founder
Shares are no longer waived under the Letter Agreement (subject to the lock-up arrangements); and
- if, following the Business Combination Date, the closing price of the Ordinary Shares equals or exceeds EUR
12.00 per Ordinary Share for any 10 Trading Days within a 30 consecutive-Trading Day period, the remaining
2,187,500 Founder Shares will be entered into the collective depot and giro depot as referred to in the Dutch
Securities Transactions Act and registered in the name of Euroclear Nederland for the benefit of their holders
and the economic rights with respect to these Founder Shares are no longer waived under the Letter
Agreement (subject to the lock-up arrangements), provided that if a merger, demerger, share exchange, asset
acquisition, share purchase, reorganisation or other similar transaction (a “Strategic Transaction”) is
consummated following the Business Combination Date that results in all Shareholders having the right to
exchange their Ordinary Shares for cash or securities or other property, and the effective consideration per
Ordinary Share in the Strategic Transaction equals or exceeds EUR 12.00, these Founder Shares will also be
entered into the collective depot and giro depot as referred to in the Dutch Securities Transactions Act and
registered in the name of Euroclear Nederland for the benefit of their holders and the economic rights with
respect to these Founder Shares are no longer waived under the Letter Agreement (subject to the lock-up
arrangements).
Founder Share F1
The founder share F1 in the Company is denominated in euro with a nominal value of EUR 200,000 (the “Founder
Share F1”). The Founder Share F1 is registered in the name of the Sponsor in the Shareholders’ Register and held
outside the collective deposit and giro deposit as referred to in the Dutch Securities Transactions Act (Wet giraal
effectenverkeer). The Founder Share F1 is not listed or admitted to trading on Euronext Amsterdam or any other trading
platform and will not be admitted to the clearing system operated by Euroclear Nederland. The Founder Share F1 does
not carry any rights to distributions. The Founder Share F1 will be
exchanged for an Ordinary Share at the Business
Combination Date and held by the Company in treasury, unless the General Meeting resolves to cancel the Founder
Share F1.
The Founder Share F1 entitles its holder to cast four votes in any General Meeting for each issued and outstanding
Founder Share at the record date of that General Meeting. However, in the Letter Agreement, the Sponsor has agreed
not to cast any vote on the Founder Share F1 in any General Meeting in respect of any resolution, including a resolution
to complete a Business Combination. The Founder Share F1 allows its holder to attend a General Meeting and satisfy
a quorum requirement which may be needed to adopt a resolution to complete a Business Combination through a legal
merger, whether domestic or cross-border. Were such quorum not represented at the relevant General Meeting, the
adoption of such resolution would require a majority of at least two-thirds of the votes cast by virtue of Dutch law.
Prior to or in connection with the completion of the Business Combination, only the Sponsor in its capacity as the
holder of Founder Share F1 will have the right to vote in respect of:
(i) the appointment and dismissal of all but one Director (which Directors will be appointed and dismissed
following a recommendation by the Board) and
(ii) the nomination of one Director by way of binding nomination (which Director will be appointed and
dismissed by the General Meeting).
Founder Warrants
The founder warrants (the “Founder Warrants”) acquired by the Sponsor will not be admitted to listing and trading on
any trading platform. The Founder Warrants will have substantially the same terms as the Warrants, including that
each Founder Warrant entitles an eligible holder to subscribe for one Ordinary Share at EUR 11.50 per Founder
Warrant, except that, so long as the Founder Warrants are held by the Sponsor or any of its Permitted Transferees:
(i) the Founder Warrants may be exercised, at the election of their holder, on either a cash or on a cashless
basis, pursuant to the provisions of the Warrant T&Cs;
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 8
(ii) the Founder Warrants shall not be redeemable by the Company pursuant to the provisions of the Warrant
T&Cs; and
(iii) the Founder Warrants may not be transferred, assigned or sold without the prior written consent of the
Sole Global Coordinator, until 30 calendar days after the Business Combination, save for any transfer of
the Founder Warrants made to any Permitted Transferees.
For the avoidance of doubt, Ordinary Shares received upon exercise of the Founder Warrants are not subject to any
lock-up arrangements. If the Company does not complete a Business Combination by the Business Combination
Deadline, the Founder Warrants will become void and all rights thereunder and all rights in respect thereof under the
Warrant T&Cs shall cease as from that moment.
The Warrant T&Cs provide that, during the Exercise Period, the Sponsor or Permitted Transferees may elect to convert
all or part of the Founder Warrants held by them into or exchange them for listed Warrants on a one-for-one basis by
delivering to the Warrant Agent a notice of Founder Warrant conversion or exchange (in the form as requested by the
Warrant Agent), and such request will be granted provided such conversion or exchange will not require the Company
to publish a prospectus pursuant to the Prospectus Regulation.
If the Founder Warrants are exercised on a cashless basis, the Sponsor or its Permitted Transferees would exercise
their Founder Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product
of the number of Ordinary Shares underlying the Founder Warrants, multiplied by the excess of the Sponsor Fair
Market Value (as defined below) over the Exercise Price of the Founder Warrants plus any withholding by the
Company with respect to the relevant holder of the Founder Warrants by (y) the volume-weighted average price of the
Ordinary Shares for the ten Trading Days ending on the third Trading Day prior
to the date on which the notice of
Founder Warrant exercise is sent to the Warrant Agent (the “Sponsor Fair Market Value”).
So long as the Sponsor remains affiliated with the Company, its ability to sell Ordinary Shares in the open market will
be significantly limited. The Company has policies in place that restrict insiders from selling the Company’s securities
except during specific periods of time. Even during such periods of time when insiders will be permitted to sell the
Company’s securities, an insider cannot trade in the Company’s securities if he or she is in possession of inside
information. Accordingly, unlike Ordinary Shareholders who could exercise their Warrants and sell the Ordinary
Shares received upon such exercise freely in the open market in order to recoup the cost of such exercise, the Sponsor
or Permitted Transferees could be significantly restricted from selling such securities. As a result, the Company
believes that allowing the holders of Founder Warrants to exercise such Founder Warrants on a cashless basis is
appropriate.
Treasury Shares and Treasury Warrants
The Company issued to, and immediately repurchased from, the Sponsor (i) 70,000,000 Ordinary Shares and (ii)
23,333,332 Warrants, all at the same value (so that no net proceeds remained with or is due by the Company), for the
purpose of holding these in treasury for purposes of, inter alia,
(i) the delivery of Ordinary Shares upon the exercise of the Warrants and the Founder Warrants, and
(ii) for future deliveries of Ordinary Shares or issuances of securities of the Company that are convertible
into, exchangeable for or exercisable for Ordinary Shares, to fund, or otherwise in connection with,
the Business Combination. As long as the Ordinary Shares are held in treasury, they will not yield
dividends or rights to other distributions, will not entitle the Company as a holder thereof to voting
rights, will not count towards the calculation of dividends, or other distributions or voting
percentages, and will not be eligible for redemption. As long as the Warrants are held in treasury,
they will not be exercisable. The Ordinary Shares and Warrants held in treasury will be admitted to
listing and trading on Euronext Amsterdam on the Settlement Date.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 9
ESCROW
100% of the Proceeds are held on an Escrow Account. Over the course of the year ended 31 December 2022, the
escrow account was subject to Negative Interest, initially at European Central Bank (“ECB") variable rate minus 15
bps and then to positive interest rates. Up to 50 bps of negative interest incurred per annum (up to a total of EUR
1,750,000) will be borne by the Sponsor through the Negative Interest Cover (which is part of the Costs Cover).
However, there can be no assurance that the Negative Interest will not exceed the amount of the Negative Interest
Cover. Neither the Company nor the Sponsor will compensate Ordinary Shareholders for any Negative Interest in
excess of the Negative Interest Cover and, accordingly, the funds held in the Escrow account will be used to cover any
interest in excess of the Negative Interest Cover.
COMPOSITION OF THE BOARD OF DIRECTORS
The Company maintains a one-tier board structure consisting of Executive Directors and Non-Executive Directors.
The Executive Directors are charged with the day-to-day management of the business connected with the Company.
The Non-Executive Directors are charged with the supervision of the performance of duties by the Executive Directors
as well as the general course of affairs of the Company and the business connected with it. Each Director has a statutory
duty to act in the corporate interest of the Company and its business.
Under Dutch law, the corporate interest extends to the interests of all corporate stakeholders, such as shareholders,
creditors, employees, customers and suppliers. The duty to act in the corporate interest of the Company also applies in
the event of a proposed sale or break-up of the Company, provided that the circumstances generally dictate how such
duty is to be applied and how the respective interests of various groups of stakeholders should be weighed. Pursuant
to the Articles of Association, any resolution of the Board regarding a significant change in the Company’s identity or
character requires approval of Shareholders at a general meeting. In accordance with the Articles of Association, the
Board has adopted rules governing the Board's principles and best practices (the Board Rules). The Board Rules
describe the duties, tasks, composition, procedures and decision-making of the Board.
The Executive Directors have been appointed since the Incorporation date. The Non-Executive Directors have been
appointed since 29 June 2021. The Executive Directors and the Non-Executive Directors shall retire by no later than
at the end of the annual General Meeting in the fourth year after the year in which they were appointed. An Executive
Director is eligible for reappointment. A Non-Executive Director is also eligible for reappointment but may only be
reappointed for a period of four years and subsequently they may be re-appointed for a period of two years, which
appointment may thereafter be extended by at most two years. Possible reappointments will be discussed in the final
year of the appointment term.
As per the date of this annual report 2022, the Executive Board is composed of the following members:
Name Position Member since Nationality Gender Age
D
r.
Anthony Bryan Hayward
Executive Director
Incorporation
UK
Male
6
5
Mr. Tom James Daniel
Executive Director
Incorporation
UK
Male
5
7
Executive Board other positions held as per the date of this annual report 2022:
Name Company Active
D
r. Anthony Bryan Hayward
3E Capital Limited
Active
Energy Transition Sponsor LLP
Active
Energy Transition Operating Partners LLP
Active
SierraCol
Energy Limited
Active
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 10
Name Company Active
Energy Transition Partners LLP (previously known as St.
James’s Asset Management LL
P
)
Active
Name Company Active
Mr.
Tom James Daniel
Closehurst Limited
Active
Energy Transition Sponsor LLP
Active
Energy
Transition Operating Partners LLP
Active
Energy Transition Partners LLP (previously known as St.
James’s Asset Management LLP
)
Active
St. James’s Capital Partners Limited
Active
As per the date of this annuaL report 2022, the Non- Executive Board is composed of the following members:
Name
Position
Member since
Nationality
Gender
Age
Mr. Leonhard Heinrich Fischer Board Chair, Non-
Executive Director
29 June 2021 Switzerland Male 58
Mr. Steve Holliday Non-Executive
Director
29 June 2021 UK Male 66
Mr. Carl Peter Edmund Moritz
Forster (resigned)*
Non-Executive
Director
29 June 2021
to 30 April
2022
Germany Male 68
* On 6 April 2022, it was announced that Carl-Peter Forster would step down from the board of the Company effective
30 April 2022, following his appointment as Chairman of Vesuvius PLC. Mr Forster served as a non-executive director
from the 29 June 2021 until 30 April 2022. In connection with Mr Forster’s resignation from the Board, Mr Forster
and the Company have entered into an agreement for the acquisition by the Company of all of the 20,000 Ordinary
Shares in the Company’s capital held by Mr Forster, against an aggregate purchase price of EUR 200. The EUR 200
was paid to Mr Forster by the Company on 29 April 2022.
Non-Executive Board other positions as of 31 December 2022:
Name Company Active
Mr. Leonhard Heinrich Fischer
DFG Deutsche
Fondsgesellschaft SE Invest
Active
Gateway Real Estate AG
Active
Cloud Commodities Exchange
Active
Mr. Steve Holliday
CityFibre
Active
Zenobe
Active
Olayan Saudi Holding Company
Active
Relevant experience and curricula vitae of the Executive Directors and Non-Executive Directors are presented below:
Executive Directors:
Dr. Anthony Bryan Hayward is a co-founder and Managing Partner of the Sponsor and serves as executive Director,
Chairman and CEO of the Company. Dr. Hayward has 39 years of experience in the energy sector. He was Chairman
of Glencore from 2013-2021 and was formerly the CEO of BP (2007-2010). As CEO at BP, he built BP’s renewable
energy business, which comprised at the time three segments: (i) onshore wind in the mid-western United States, (ii)
photovoltaic solar on the west coast of the United States and (iii) biofuels in the United States and Brazil; until very
recently this was the core of BPs renewable energy business. Dr. Hayward is chairman and a minority shareholder in
Compact Gas to Liquids, a company with technology for transforming waste gas to biofuels. Dr. Hayward also co-
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 11
founded the energy software management firm Grid Edge, which provides software and services to allow more efficient
usage of energy in buildings and he is a co-investor in Well-Safe Solutions, which seeks to safely cap and
decommission oil wells. Dr. Hayward is a Managing Partner of Energy Transition Partners LLP (“ETP”, previously
known as St James’s Asset Management (“SJAM”)), a London-based investment management partnership, which over
the last five years has executed a program of private equity/venture capital investments in the energy sector including,
advising the Carlyle Group on investments in the energy sector. ETP has also invested their own capital in early stage
Energy Transition companies. In his career at BP, Dr. Hayward held a number of key roles, including Group Treasurer
and Head of M&A (1999-2002) and CEO BP Exploration and Production (2003-2007). In 2011, he co-founded
Vallares PLC, a $2.1 billion special purpose acquisition company listed on the London Stock Exchange, which was
focused on the oil and gas sector and subsequently acquired Genel Energy, the largest exploration and production
company in Iraq. He subsequently served as CEO (2011-2015) and Chairman (2015-2017) at Genel Energy. Dr.
Hayward holds a PhD from Edinburgh University and a BSc from the University of Aston. He is a Fellow of the Royal
Society of Edinburgh.
Mr. Tom James Daniel is a co-founder and Managing Partner of the Sponsor and serves as executive Director and
CFO of the Company. Mr. Daniel has over 25 years principal investment experience and has worked with Dr. Hayward
on investments in the energy sector over the last decade, in the conventional energy sector and the Target Sector,
including as co-founder of Grid Edge and co-investor in Well-Safe Solutions. Mr Daniel is a Managing Partner of
Energy Transition Partners LLP (“ETP”, previously known as St James’s Asset Management (“SJAM”)), a London-
based investment management partnership. From 2016 to 2020, he worked with Dr. Hayward executing a program of
private equity/venture capital investments in the energy sector. This included SJAM advising the Carlyle Group on
private equity investments in the energy sector, as well as the SJAM partners investing in selected early-stage Energy
Transition companies. From 2009 to 2014, Mr Daniel was portfolio manager of the St. James’s Master Fund (“SJMF”),
a long/short equity hedge fund focused on energy and natural resources. SJMF returned a 14% net IRR and net 1.7x
multiple on cost, over the four years from launch in Aug 2009 to Aug 2013. In 2011, together with Dr. Hayward, Mr.
Daniel co-founded Vallares PLC a $2.1 billion special purpose acquisition company that was listed on the London
Stock Exchange, which was focused on the oil and gas sector, and which subsequently acquired Genel Energy, the
largest exploration and production company in Iraq. Mr Daniel has founded and led investment companies spanning
multiple investment strategies, including private equity, special purpose acquisition companies, venture capital and
public market investments. He founded and served as portfolio manager of Life Science Capital, a long/short equity
hedge fund business focused on the healthcare sector (2005-2008). Prior to that, Mr Daniel held various leadership
roles with London-based Schroder Ventures entities, from 1998 to 2005, including serving as one of five senior officers
(designated “General Partner”), responsible for two venture capital funds and one London Stock Exchange-listed
investment trust. From 1994 to 1998, Mr Daniel was an Associate with Domain Associates and Charles River Ventures,
two U.S.-based venture capital management companies. Mr. Daniel holds an MBA from Harvard Business School of
Business Administration and an MA from Oxford University.
Non-Executive Directors
Mr. Leonhard Heinrich Fischer, non-executive Director and Board Chair of the Company. Mr Fischer started his
career in 1987 on a trainee program at J.P. Morgan, rising through various departments to become a managing director
in 1994. In 1995 he joined Dresdner Bank AG as head of the Global Treasury and Trading department, and in 1999 he
was appointed to the executive board which oversaw the day-to-day operational management of the whole group. In
addition, in 2000 he became the CEO of Dresdner Kleinwort Benson, the London-based investment banking division
of Dresdner Bank AG, with general executive authority over its affairs. In 2001, Dresdner Bank was sold to Allianz in
a transaction in which Mr Fischer was actively involved. Upon closing of the transaction, he became a member of the
executive board of Allianz Holding. In 2003 he became CEO of Winterthur Insurance Group, Switzerland, with
roughly 25,000 employees. He oversaw the restructuring of Winterthur Group and its subsequent sale to AXA Group
in 2006. Concurrent to this, from 2004, he sat on the group executive board of Credit Suisse Group in Zurich. From
2007 he was Co-CEO/ CEO of BHF Kleinwort Benson Group SA (formerly RHJ International SA), a listed public
company, and sat on its board of directors. He also held roles as CEO and member of the board at Kleinwort Benson
Group Limited in London (2010 – 2016) and chairman of the supervisory board of BHF Bank AG, Frankfurt (2014-
2016). In addition to his executive career, Mr Fischer has held numerous board positions including K&S
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 12
Aktiengesellschaft, Deutsche Boerse AG, Axel Springer, AXA Konzern AG, Julius Bear Gruppe AG and Glencore
International. He holds an MA in Finance from the University of Georgia.
Mr. Steve Holliday serves as an independent, non-executive Director of the Company. Mr. Holliday is the former CEO
of National Grid plc. He is currently chairman of Cityfibre, chairman of Zenobe, and president of the Energy Institute.
Mr. Holliday volunteers his time as vice chairman of the Careers and Enterprise Company and chairman of Black
Stork. In September 2020, he finished serving the maximum term of 9 years as chairman of the board of trustees at
Crisis, the homeless charity. Mr. Holliday joined National Grid Group as the board director responsible for the UK
and Europe in March 2001, becoming CEO of the company in January 2007, which he led for almost 10 years, until
2016. Prior to joining National Grid, he was on the board of British Borneo Oil and Gas and was responsible for the
successful development of its international businesses in Brazil, Australia and West Africa. Mr. Holliday spent much
of his early career with Exxon, where he held senior roles in refining, shipping and international gas. Mr. Holliday is
a fellow of both the Royal Academy of Engineering and the Energy Institute. From 2012 to 2014 he was also appointed
as a national ambassador for HRH The Prince of Wales and served as lead non-executive director with DEFRA from
2016 until the end of 2017. Mr. Holliday served on the board of Marks & Spencer as independent non-executive
director from 2004 – 2014, and as deputy chair at Convatec from 2016-19. Mr. Holliday holds a Bachelor of Science
degree from Nottingham University and honorary doctorates from Nottingham and Strathclyde universities.
RESEARCH AND DEVELOPMENT
Due to the nature of the Company as a special purpose acquisition company it does not conduct any research and
development activities.
CORPORATE SOCIAL RESPONSIBILITY
Out of the acquisition criteria set by the Company at the time of the Offering, Energy Transition intends to enter into
a Business Combination with a company or business that is meeting environmental, social and governance ("ESG")
criteria, and/or has a sustainability focus in its main business and operations. As a consequence, Energy Transition
takes into account sustainability and corporate social responsibility factors when evaluating potential target businesses.
FINANCIAL DEVELOPMENTS 2022
The Company was admitted to listing and trading on Euronext Amsterdam on 19 July 2021 pursuant to the Private
Placement in which it raised EUR 175 million in gross proceeds in accordance with the Prospectus. The Company
completed the Offering of 17,500,000 Units, each consisting of one ordinary share (an “Ordinary Share”) and one-
third (1/3) of a warrant (a “Warrant” or “Public Warrant”), at a price of EUR 10.00 per Unit raising gross proceeds of
EUR 175 million. Payment for the Ordinary Shares and the Public Warrants (“Settlement”) took place on 21 July 2021
(the “Settlement Date”).
The units themselves were not listed, but the shares and Warrants are listed under the respective symbols of “ENTPA”
and “ENTPW”. Since the listing, the Company is focused on finding a selection of potential target companies to bring
to the EGM as a proposed Business Combination.
Financial highlights
31 December 2022 31 December 2021
EUR
EUR
Escrow account balance
175,947,199
176,366,017
Bank account balance
2,125,625
3,044,794
Shareholders’ equity
14,585,877 (negative)
5,093,602 (negative)
Share Price 9.85 (closing price as of 4
January 2023)
9.75 (closing price as of 4
January 2022)
Public Warrant Fair Value:
1.39
1.26
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 13
Financial highlights
31 December 2022 31 December 2021
EUR
EUR
Founder Warrant Fair Value
1.80
1.55
Expenses incurred by the Company For year ended 31
December 2022
For year ended 31
December 2021
EUR
EUR
Legal fees
389,607
505,615
Underwriters’ fees
-
137,939
Consultancy fees
88,977
179,927
Escrow
agent fees
38,425
23,151
Listing fees
24,230
262,768
Managing directors’ fees
118,151
119,880
Audit fees
188,087
137,389
Insurance fees
500,950
233,319
Other fees
203,729
211,220
The Company has suffered an after-tax loss of EUR 9,492,075 (2021: EUR 5,137,352) for the year ended 31 December
2022.
The Company has not recorded any operational revenues. The result is attributable to the operating costs and negative
interest rates for large commercial deposits and to the recognition of the amortised cost impact of the redeemable
Ordinary Shares and change in the fair value of the Founder Warrants and Public Warrants as derivative financial
liabilities (pursuant to IAS 32) on the Company’s balance sheet, which is expensed through the profit and loss and is
a non-cash adjustment.
Over the course of the year ended 31 December 2022, the escrow account was subject to Negative Interest, initially at
European Central Bank (“ECB") variable rate minus 15 bps and then to positive interest rates. As a result, the money
held in the escrow account decreased to EUR 175,947,199 as at 31 December 2022 (2021: EUR 176,366,017).
PROGRESS AND OUTLOOK
At the end of the financial year ending on 31 December 2022, the Company has not proposed a specific target company
to the Business Combination EGM. Energy Transition will continue its search for a proposed Business Combination
with a target company to be completed before the Business Combination Deadline.
Energy Transition will continue to pursue a sound investment for its shareholders.
RISK MANAGEMENT
Below is a summary of certain of the risks relating to the Company, particularly as a SPAC prior to the completion of
a Business Combination, the risk appetite, the likelihood and potential impact thereof. Further reference is made to the
description of risks relating to the Company included in the Prospectus, particularly risks that may be of relevance to
the Company after the completion of a Business Combination and risks relating to the securities.
Although the Company believes that the risks and uncertainties described below are the material risks and uncertainties
concerning the Company’s business and industry, the Units, the Ordinary Shares and the Warrants, they are not the
only risks and uncertainties. Other risks, events, facts or circumstances not presently known to the Company, or that
the Company currently deems to be immaterial could, individually or cumulatively, prove to be important and may
have a significant negative impact on the Company’s business, financial condition, results of operations and prospects.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 14
In particular, the Company has not yet identified its operational business and, therefore, the Company may face
additional risks that are specific to the business or industry in which the Company will become active following the
Business Combination.
The Company’s risk management objectives and policies are consistent with those disclosed in the Prospectus shown
in the Governance Documents section of the Company’s website (www.entpa.nl).
Risk category
Risk description
Risk appetite
Likelihood
Potential impact
Strategic The Company has had several
discussions with potential
target companies but has not yet
proposed a specific target company to
the Business Combination EGM,
therefore prospective investors have
no basis to evaluate the possible
merits or risks of a target company's
or business's operations
High Medium High
Strategic The Company may face significant
competition for Business
Combination opportunities
High High High
Strategic There is no assurance that the
Company will identify suitable
Business Combination opportunities
by the Business Combination
Deadline
Low Medium Medium
Strategic The ability of the Company to
negotiate a Business Combination on
favourable terms could be affected by
the limited time to complete the
Business Combination
Low Medium Medium
Strategic The Company may require an
additional six months to complete a
Business Combination and such
extension may not be approved by the
General meeting
Low Medium High
Financial The Company could be constrained
by the potential need to finance
repurchases of Ordinary Shares in
connection with a Business
Combination
Low
Medium Medium
Financial 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 a particular proposed
Business Combination
Low Low Medium
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 15
Risk category Risk description Risk appetite Likelihood Potential impact
Financial If the proceeds from the sale of the
Founder Shares and Warrants is
insufficient to allow the Company to
operate for at least until the Business
Combination Deadline, it could limit
the amount available to fund the
Company’s search for a target
business and the Company may be
unable to complete a Business
Combination
Low Low Medium
Financial If the Business Combination is
completed, improvements may not be
successful and not be effective in
increasing the valuation of the
business acquired, which could have
a material adverse effect on the
Company's business, financial
condition, results and ability to pay
dividends
Low Medium High
Financial The macroeconomic context of rising
interest rates has many implications
and may negatively impact the
chances of successful financing,
should bank or debt financing be
necessary
Low Medium High
Financial The Company may be exposed to
negative interest rates and the risk of
default by bank resolution
proceedings which could have a
material adverse effect on the funds
available for re-distribution to holders
of Ordinary Shares
Low Low High
Operational The Company’s success is dependent
upon a small group of individuals and
other key personnel
High High Low
Operational The Company’s search for a target
business may be materially adversely
affected by the coronavirus (COVID-
19) pandemic, both the direct and
indirect effects of the pandemic, as
well as other adverse global health
events
Medium Medium Medium
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 16
Risk category Risk description Risk appetite Likelihood Potential impact
Operational The Company’s search for a target
business may be materially adversely
affected by geopolitical and
macroeconomic events as well as
other adverse conditions on the
public financial markets
High Medium Medium
Operational Harm to the reputation of the
Company, the Sponsor (or any of its
affiliates) or the Directors may
materially adversely affect the
Company
Low Low High
Quantitative measurement of these risks is challenging and the merit of such an approach to measuring and managing
them is questionable. Therefore, the Company has not implemented quantitative measures thereof, rather the judgment
of the Board about these risks is the approach that the Company has chosen to take in respect of ongoing assessment
and management of risks and uncertainties.
For the description of the Company's risk management objectives and strategy, refer to the general section of the notes
to the financial statements, paragraph "Financial Risk Management".
MAIN RISKS AND UNCERTAINTIES
Set out below is a list of selected risks the Company faces and the way they are managed. However, the Company may
not be successful in deploying some or all of these mitigating actions effectively. If circumstances occur or are not
sufficiently mitigated, the business, financial condition, results of operations and prospects could be materially
adversely affected. In addition, risks and uncertainties could cause actual results to vary from those described, which
may include forward-looking statements, or could impact the Company’s ability to meet its objectives or be detrimental
to its financial condition or reputation.
In the financial year ended 31 December 2022, these risks and uncertainties have not had a significant impact on the
Company.
The Company has had several discussions with potential target companies but has not yet proposed a specific target
company to the Business Combination EGM:
The Company is a Special Purpose Acquisition Company (SPAC) with the purpose of effecting a merger, demerger,
share exchange, asset acquisition, share purchase, reorganisation or similar business combination with, or acquisition
of, a business or company (a “Target”) (a “Business Combination”) operating in the Energy Transition Sector that is
headquartered or operating in Europe (including UK), although it may pursue a business combination opportunity in
any geography, industry or sector. The Board is currently in discussions with potential target companies and regularly
has informal meetings regarding potential target companies and the approach of these companies. However, at this
stage there is no certainty that the Company will be able to complete a Business Combination with any of these
companies. As such, investors will have no basis on which to evaluate the possible merits or risks of any particular
subsector or target company’s or business’s operations, results of operations, cash flows, liquidity, financial condition
or prospects.
The Company has not yet proposed a specific potential target company or business to the Business Combination EGM,
and the Company cannot offer any assurance that it would be able to obtain adequate information to evaluate the target
company or business as part of the Company’s and its advisors’ due diligence efforts when evaluating a possible
Business Combination. Significant costs, efforts and time could be incurred as a result of entering into negotiations
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 17
before an in-depth assessment of a potential target business. Furthermore, no assurance may be made that an investment
in Public Units, Ordinary Shares and/or Public Warrants will ultimately prove to be more favorable to investors than
a direct investment, if such opportunity were available, in a target company or business.
This risk is mitigated by the fact that the Directors are dedicated to finding the right target company to complete a
Business Combination with and are actively searching and having continuous discussions with potential target
companies. In this respect, the Directors can rely on their in-depth knowledge of, and a broad network and strong
reputation in, the Energy Transition Sector.
The Company may face significant competition for Business Combination opportunities:
The Company expects to encounter intense competition in some or all of the Business Combination opportunities that
the Company may explore. This may in turn reduce the number of potential targets available for a Business
Combination or increase the consideration payable for such targets.
While the Company believes there are numerous target companies or businesses that it could potentially combine with,
its ability to compete will be limited by its financial resources.
The Company has a rather specific focus compared to other special purpose acquisition companies. This focus in
combination with the manner in which the Company is structured may provide the Company with an advantage in
relation to companies searching for a target company without such specific focus. This risk is further mitigated by the
fact that the Sponsors are highly regarded in the capital markets and have obtained a strong track-record, visibility and
reputation in the relevant markets, which provide the Company with a competitive advantage in identifying acquisition
opportunities to complete the Business Combination.
There is no assurance that the Company will identify suitable Business Combination opportunities by the Business
Combination Deadline:
The success of the Company’s business strategy is dependent on its ability to identify sufficient suitable Business
Combination opportunities. The Company cannot estimate how long it will take to identify suitable Business
Combination opportunities or whether it will be able to identify any suitable Business Combination opportunities at
all by the Business Combination Deadline, whether or not it is extended by an additional six months (subject to
approval by the General Meeting). If the Company fails to complete a proposed Business Combination, it may be left
with substantial unrecovered transaction costs, potentially including substantial break fees, legal costs or other
expenses. Furthermore, even if an agreement is reached relating to a target company or business, the Company may
fail to complete such Business Combination for reasons beyond its control. Any such event will result in a loss to the
Company of the related costs incurred, which could materially adversely affect subsequent attempts to identify and
enter into a Business Combination with another target company or business.
The Company believes that the long-standing presence, reputation, visibility, operational experience and extensive
network of relationships in the Energy Transition Sector developed by the Founders and Directors should provide the
Company with an advantage in accessing Business Combination opportunities in this space 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. In the event that the Company does not
complete a Business Combination by the Business Combination Deadline, there can be no assurance as to the particular
amount or value of the remaining assets at such future time of any such distribution either as a result of costs from an
unsuccessful Business Combination or from other factors. Upon distribution of assets in the context of the (i)
dissolution and liquidation of the Company and (ii) delisting of the Ordinary Shares and Public Warrants such costs
and expenses will result in shareholders receiving less than they invested, or even nothing at all.
This financial risk for our shareholders is largely mitigated by the fact that the Company held EUR 175,947,199 (2021:
EUR 176,366,017) as at 31 December 2022 in an Escrow Account, which can only be released upon meeting strict
requirements. Furthermore, the Company has raised proceeds from the sale of the Founder Shares and the Founder
Warrants amounting to EUR 9,793,150, which is considered to be sufficient to cover working capital and other running
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 18
costs and expenses. As at 31 December 2022, the remaining cash available for running costs is EUR 2,125,625 (2021:
EUR 3,044,794).
The ability of the Company to negotiate a Business Combination on favourable terms could be affected by the
limited time to complete the Business Combination:
Sellers of potential target companies or businesses may be aware that the Company must complete a Business
Combination by the Business Combination Deadline (whether or not it is extended by an additional six months (subject
to approval by the General Meeting)) failing which, it will have to redeem the Ordinary Shares, wind up and liquidate.
Such sellers may use this information as leverage in negotiations with the Company relating to a Business
Combination, knowing that if the Company does not complete a Business Combination with that particular target, the
Company may be unable to complete a Business Combination with any other target company or business within its
required timeframe. This risk will increase as the Company gets closer to the Business Combination Deadline.
Furthermore, the Company may have limited time to conduct due diligence and may enter into the Business
Combination on terms that it would not have entered into if it had undertaken more comprehensive diligence.
To mitigate this risk, the Company is committed to complete a Business Combination sooner rather than later, but it
will not compromise on key deal terms solely because of the limited time left to complete a Business Combination.
The Directors view time pressure not to be a significant determining factor for their decisions in identifying and
selecting a target business.
The Company may require an additional six months to complete the Business Combination and such extension may
not be approved by the General meeting:
The Company may only be able to proceed with a Business Combination if it has sufficient time to execute all the
workstreams required. In order to do so, the Company may require an additional six months, as anticipated in the
Prospectus. However, the additional six months is subject to approval by the General Meeting and may not be
approved. If such approval is not obtained, this may result in the Company failing to complete a Business Combination
by the Business Combination Deadline (see: “There is no assurance that the Company will identify suitable Business
Combination opportunities by the Business Combination Deadline”) or in the Company entering into a Business
Combination on less favourable terms (see: “The ability of the Company to negotiate a Business Combination on
favourable terms could be affected by the limited time to complete the Business Combination”).
To mitigate this risk, the Company is committed to complete a Business Combination sooner rather than later, and will
inform Shareholders about any proposal to extend the Business Combination Deadline by an additional six months in
a timely fashion.
The Company could be constrained by the potential need to finance repurchases of Ordinary Shares in connection
with a Business Combination:
The Company may only be able to proceed with a Business Combination if it has sufficient financial resources to pay
the cash consideration required, or satisfy any minimum cash conditions under the transaction agreement, for such
Business Combination taking into consideration the amounts due to the Ordinary Shareholders who elect to redeem
their Ordinary Shares in advance of the Business Combination (“Redeeming Shareholders”). Although an Ordinary
Shareholder, or a group of Ordinary Shareholders acting in concert, deemed to be holding in excess of 15% of issued
Ordinary Shares loses the ability to redeem all such Ordinary Shares in excess of 15% of the issued Ordinary Shares,
there could still be a significant number of Redeeming Shareholders or redeemed shares in case of a contemplated
Business Combination. In such event, financing the redemption of Ordinary Shares held by Redeeming Shareholders
would reduce the funds available to the Company to pay the consideration payable pursuant to the Business
Combination and, as such, the Company may not have sufficient funds available to complete the Business
Combination, or to satisfy any minimum cash conditions under the transaction agreement.
In the event that the aggregate cash consideration the Company would be required to pay for all Ordinary Shares that
are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 19
Business Combination exceed the aggregate funds available to the Company, the Company will not complete the
Business Combination or redeem any Ordinary Shares, and all Ordinary Shares submitted for redemption will be
returned to the applicable Redeeming Shareholders, and the Company instead may search for an alternate Business
Combination. The Company may decide to raise additional equity and/or debt, which could increase its overall
financing costs and dilute the interests of non-Redeeming Shareholders, or not to complete the Business Combination,
each of which may adversely affect any return for investors.
If the Company would be able to propose a potential Business Combination to the Business Combination EGM, the
Company will seek to mitigate this risk by working with multiple scenarios in its discussions with potential target
companies and will generally seek Ordinary Shareholders’ concessions, under strict wall-crossing procedures, prior to
formally proposing a potential Business Combination to the Business Combination EGM.
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 a particular proposed Business
Combination:
Although the Company has not yet identified any specific prospective target company or business and cannot currently
predict the amount of additional capital that may be required, the Proceeds may not be sufficient to complete a Business
Combination of the size being contemplated by the Company. If the Company has insufficient funds available, the
Company could be required to seek additional capital through an equity issuance and/or debt financing. Investors may
be unwilling to subscribe for equity in the Company on attractive terms or at all. If the Company has insufficient funds
and/or Treasury Shares available, the Company could be required to issue additional Ordinary Shares via a parallel
private investment in public equity (“PIPE”) transaction to complete a Business Combination and/or seek additional
capital through debt financing. Investors may be unwilling to subscribe for equity in the Company on attractive terms
or at all. Any equity issuance, as well as the issuance of shares paid as consideration to the shareholders of a Target
Company, may (i) dilute the equity interests of the Company’s existing shareholders, (ii) cause a change of control if
a substantial number of Ordinary Shares are issued, which may result in the existing shareholders becoming the
minority, (iii) subordinate the rights of holders of Ordinary Shares if preferred shares are issued with rights senior to
those of the Ordinary Shares, or (iv) adversely affect the market prices of the Ordinary Shares and Public Warrants.
Furthermore, lenders may be unwilling to extend debt financing to the Company on attractive terms, or at all. There
may be additional risks associated with incurring equity or debt financing to finance the Business Combination,
including, in the case of debt financing, the imposition of operating restrictions or a decline in post-Business
Combination operating results (due to increased interest expenses and/or restricted access to additional liquidity).
The Company could also face further issues in an event of default under, or an acceleration of, the Company’s
indebtedness. The occurrence of any of these events could have a material adverse effect on the Company’s business,
financial condition, results of operations and prospects.
To the extent additional equity and/or debt financing is necessary to complete a Business Combination and such
financing remains unavailable or only available on terms that are unacceptable to the Company, the Company may be
compelled to either restructure or abandon the proposed Business Combination, or proceed with the Business
Combination on less favorable terms, which may reduce the Company’s return on investment. Even if additional
financing is not required to complete the Business Combination, the Company may subsequently require such
financing to implement operational improvements in the target. The failure to secure additional financing or to secure
such additional financing on onerous terms could have a material adverse effect on the continued development or
growth of the target. Neither the Sponsors nor any other party are required to, or intend to, provide any financing to
the Company in connection with, or following, the Business Combination. Any proposed funding of the consideration
due for the Business Combination will be disclosed in the shareholder circular or combined circular and prospectus
published in connection with the Business Combination EGM.
If the Company would be able to propose a potential Business Combination to the Business Combination EGM, the
Company will seek to mitigate this risk by generally seeking Ordinary Shareholders’ concessions, under strict wall-
crossing procedures, prior to formally proposing a potential Business Combination to the Business Combination EGM.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 20
If a Business Combination does require additional financing, the Company would conduct a comprehensive analysis
in close consultation with investment banks on the feasibility of an equity raise or debt financing prior to proposing
the Business Combination opportunity to the Business Combination EGM.
If the proceeds from the sale of the Founder Shares and Warrants is insufficient to allow the Company to operate
for at least until the Business Combination Deadline, it could limit the amount available to fund the Company’s
search for a target business and the Company may be unable to complete a Business Combination:
The Company currently does not expect to exceed the total commitment of the Founders for the purpose of the offering
expense and initial working capital.
If the Business Combination is completed, improvements may not be successful and not be effective in increasing
the valuation of the business acquired, which could have a material adverse effect on the Company's business,
financial condition, results and ability to pay dividends:
In accordance with the target business profile, the Company may focus on completing a Business Combination. The
Company may not be able to propose and implement effective operational or other improvements for the target business
with which the Company completes a Business Combination. In addition, even if the Company completes a Business
Combination, general economic and market conditions or other factors outside the Company’s control could make the
Company’s operating strategies difficult or impossible to implement. Any failure to implement these improvements
successfully and/or the failure of the improvements to deliver the anticipated benefits could have a material adverse
effect on the Company’s business, financial condition, results of operations and prospects and ability to pay dividends
to its shareholders.
The Company believes that the long-standing presence, operational experience and in-depth knowledge of the
Directors should provide the Company with an advantage in selecting a suitable target with which to complete a
Business Combination. The extensive experience of the Directors reaches from capital markets to public and private
M&A transactions and due diligence investigations both on a hands-on business analytic level as well as a senior
executive level.
The macroeconomic context of rising interest rates has many implications and may negatively impact the chances
of successful financing should bank or debt financing be necessary
The recent failures of Silicon Valley Bank (SVB) in the United States and Credit Suisse in Europe, and the related
stress in the banking system, underscore that risks are abundant, including in particular interest rate exposure. The
recent rapid rise of interest rates placed heightened focus on the potential for rapid deterioration of the fair value of
Held-To-Maturity and other portfolios and, in selected cases, the lack of stickiness of certain uninsured deposits. The
resulting disruption in the banking system may have repurcussions in the the bank lending and debt markets.
Although the Company has not yet proposed any specific prospective target company and associated capital structure
to the Business Combination EGM, the Company monitors capital market conditions closely, will be mindful of these
in its discussions with target companies and seek to mitigate such risks by exploring and working with multiple capital
structure scenarios in its discussions.
The Company may be exposed to negative interest rates and the risk of default by bank resolution proceedings
which could have a material adverse effect on the funds available for re-distribution to holders of Ordinary Shares:
The Company intends to use the proceeds of the Private Placement for the Business Combination. However, it cannot
predict how long it will take to complete the Business Combination. Before the Company completes the Business
Combination, it intends to hold the proceeds in the Escrow Account.
The Company’s funds may be subject to negative interest rates while it seeks to complete the Business Combination,
which it would need to pay, primarily due to the current investment and interest environment. Delays in acquiring the
target in the Business Combination would therefore cause the Company to incur increased costs due to negative interest
rates.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 21
This financial risk for our shareholders is largely mitigated by the fact that up to 50 bps of negative interest incurred
per annum (amounting to up to EUR 1,750,000) will be borne by the Sponsor through the Negative Interest Cover
(which is part of the Costs Cover). However, there can be no assurance that the Negative Interest will not exceed the
amount of the Negative Interest Cover. Neither the Company nor the Sponsor will compensate Ordinary Shareholders
for any Negative Interest in excess of the Negative Interest Cover and, accordingly, the funds held in the Escrow
account will be used to cover any interest in excess of the Negative Interest Cover. To further mitigate this risk, the
Company is committed to complete a Business Combination sooner rather than later, but it will not compromise on
key deal terms solely to avoid increased costs due to negative interest rates.
In addition, the Company is subject to the risks of default by, bank resolution proceedings of the bank holding the
Escrow Account, in which case the Company may not be able to reclaim a substantial amount or all of the proceeds in
the Escrow Account.
To mitigate the counterparty credit risk of the cash, the Company has a policy of only entering into contracts with
carefully selected major financial institutions satisfying the rating requirement and which has the necessary regulatory
capacity and licences to perform the services required of it.
The Company’s success is dependent upon a small group of individuals and other key personnel:
The Company’s ability to successfully complete the Business Combination and the target business’s future success
depends, in part, on the performance of a small group of individuals. These individuals are of key importance for the
identification of potential Business Combination opportunities and to complete the Business Combination.
The Company believes that its success depends on the continued engagement of the Directors and such Directors are
not required to commit any specified amount of time to the Company’s affairs and, accordingly, they may have
conflicts of interest in allocating their time among various business activities, including identifying potential business
combinations and monitoring the related due diligence.
This risk is mitigated by the fact that the Company has well experienced, highly qualified Directors, whose skills are
complementary. The Directors are personally involved both at an investment level (as shareholders) and at board level
and are dedicated to complete a Business Combination.
The Company’s search for a target business may be materially adversely affected by the coronavirus (COVID-19)
pandemic as well as other adverse global health events:
The COVID-19 pandemic has resulted, and other adverse global health events could result, in widespread health crises
that could adversely affect the economies and financial markets worldwide (including (North-Western) Europe), and
the Company’s search for a target business. The COVID-19 pandemic has resulted in governments globally
implementing numerous measures in an attempt to contain the spread of the COVID-19 pandemic, such as travel bans
and restrictions, curfews, quarantines, lock downs and the mandatory closure of certain businesses.
The Company may be unable to complete a Business Combination if continued concerns relating to COVID-19 restrict
travel, or limit the ability to have meetings or conduct due diligence, with potential business targets, if vendors and
service providers are unavailable to negotiate and complete a transaction in a timely manner, or if COVID-19 causes
a prolonged economic downturn. The extent to which COVID-19 impacts the search for a Business Combination will
depend on future developments, which are highly uncertain and cannot be predicted.
If the disruptions caused by the outbreak of COVID-19 or other adverse global health events continue or become worse
within the period from the date of this Annual Report until the Business Combination Deadline, the Company’s ability
to complete a Business Combination, or the operations of a target business with which the Company ultimately
completes a Business Combination, may be materially adversely affected.
COVID-19’s lingering impacts include many indirect effects, many related to the fiscal stimulus response to the
pandemic. In the last three years, partially but not entirely due to the pandemic, the US federal government had a
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 22
deficit of $3.1 trillion (2020), $2.8 trillion (2021) and $1.4 trillion (2022). The US deficit for the next three years is
now estimated to be $1.4 trillion to $1.8 trillion per year, and in Europe, fiscal deficits have been and remain high,
even before the enormous subsidies given to consumers to counterbalance higher energy prices. In addition, we have
experienced almost 12 years of quantitative easing (QE), again partially but not entirely due to the pandemic, which
drove interest rates down – indeed tens of trillions of dollars of debt, mostly in Europe, sold at negative interest rates.
QE is now being reversed into quantitative tightening (QT) as the Fed, ECB and other central banks grapple with
inflation. Among other risks, potentially higher inflation for longer, the market effects of QT and and in particular
higher interest rates are noteable in this context (see: “The macroeconomic context of rising interest rates has many
implications and may negatively impact the chances of successful financing should bank or debt financing be
necessary”).
As a result of these global developments and economic uncertainties, the search of the Company may be adversely
affected and it may be more of a challenge to evaluate a potential target company, however the Company will keep
focusing on underlying value and substance.
The Company’s search for a target business may be materially adversely affected by geopolitical and
macroeconomic events as well as other adverse conditions on the public financial markets:
If the disruptions caused by the war between the Russian Federation and the Ukraine continue or become worse within
the period from the date of this Annual Report until the Business Combination Deadline, the Company’s ability to
complete a Business Combination, or the operations of a target business with which the Company ultimately completes
a Business Combination, may be materially adversely affected.
The Company does not intend to search for potential target companies in the Russian Federation, Belarus and/or the
Ukraine. It is too early to evaluate the chance of any disruptive effect on the global economy and financial markets
and therefore, the search of the Company for potential target companies and a Business Combination. The
developments, as well as related international government responses, are being closely monitored by the Company.
Harm to the reputation of the Company, the Sponsor (or any of its affiliates) or the Directors may materially
adversely affect the Company:
There is a risk that the Company will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial asset. The Company’s objective when managing
liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due,
under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s,
the Sponsor’s or the Directors’ reputation.
As at 31 December 2022, the Company has sufficient funds to pay its obligations for the foreseeable future. In addition,
an experienced board consisting of executives and non-executives with complementary skills and a broad range of
experience in companies and sectors will help mitigate these risks.
INTERNAL CONTROL SYSTEMS AND IN CONTROL STATEMENT
The Board is ultimately responsible for maintaining effective risk management, which includes the Company’s risk
governance structure, the Company’s system of internal controls and the Company’s internal audit approach, if any.
The Company has in place a risk management and an internal control system in relation to its financial reporting
process and the process of preparing the financial statements.
The Board reviews the effectiveness of the system of internal financial, operational and compliance controls and risk
management. Given the relative lack of complexity of the Company’s financial situation and operations during the
financial year ending 31 December 2022, the Company did not employ an internal auditor.
In accordance with best practice 1.4.3 of the Dutch corporate governance code of December 2022 the Board is of the
opinion that, to the best of its knowledge:
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 23
- the report provides sufficient insights into any failings in the effectiveness of the internal risk management
and control systems;
- the aforementioned systems provide reasonable assurance that the financial reporting does not contain any
material inaccuracies;
- based on the current state of affairs, it is justified that the financial reporting is prepared on a going concern
basis; and
- the report states those material risks and uncertainties that are relevant to the expectation of the Company’s
continuity for the period of twelve months after the preparation of the report.
As set out in the Prospectus, Energy Transition is established for a period of 24 months with the possibility to extend
this period for a period of 6 months. No matter how comprehensive a risk management and control system may be, it
cannot be assumed to be exhaustive, nor can it provide certainty that it will prevent negative developments from
occurring in the Company’s business and business environment or that response to risk will be fully effective.
The Company’s risk management framework is designed to avoid or mitigate rather than to eliminate the risks
associated with the accomplishment of the Company’s strategic objectives. It provides reasonable assurance but not
absolute assurance against material misstatement or loss. During the year ended 31 December 2022, the Company has
not identified any major failings in its internal risk management and control system.
CORPORATE GOVERNANCE
The Company has a one-tier board structure consisting of executive Directors and non-executive Directors. The
executive Directors are charged with the day-to-day management of the business connected with the Company. The
non-executive Directors are charged with the supervision of the performance of duties by the executive Directors as
well as the general course of affairs of the Company and the business connected with it. Each Director is responsible
for the general course of affairs and needs to act in the interests of the Company and the business connected with it.
Under Dutch law, the Company’s interests extend to the interests of all its stakeholders, including its Shareholders,
Warrant Holders, creditors and employees (if any).
Powers, Responsibilities and Functioning
The Board is entrusted with the management of the Company and is responsible for the continuity of the Company
and the business connected with it. The Board is accountable for these matters to the General Meeting. The Board’s
responsibilities include, among other things, setting the Company’s management agenda, enhancing the performance
of the Company, developing a strategy, identifying, analysing and managing the risks associated with the Company’s
strategy and activities and establishing and implementing internal procedures, which safeguard that all relevant
information is known to the Board in a timely manner. The Board may perform all acts necessary or useful for
achieving the Company’s corporate purposes, except for those expressly attributed to the General Meeting as a matter
of Dutch law or pursuant to the Articles (see “– Board Meetings and Decision-making” detailed below).
Pursuant to the Articles, the Board may delegate duties and powers to individual Directors. This may also include a
delegation of decision-making power, provided this is laid down in writing. A Director to whom powers of the Board
are delegated must comply with the rules set in relation thereto by the Board. In fulfilling their responsibilities, the
Directors must act in the interest of the Company and the business connected with it and give specific attention to the
relevant interests of the Company’s employees (if any), creditors, Shareholders, Warrant Holders and other
stakeholders.
The Board as a whole is authorised to represent the Company with respect to third parties. Additionally, any two
executive Directors, acting jointly, shall be authorised to represent the Company. Pursuant to the Articles, the Board
may appoint one or more officers to represent the Company and may determine each such officer’s title.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 24
The Articles provide that resolutions of the Board entailing significant changes in the Company’s identity or character
or its business are subject to the approval of the General Meeting.
Statutory provision regarding appropriation of result
In accordance with Article 31 of the articles of association, profit shall be at the disposal of the annual general meeting
of shareholders. Profit distribution can only be made to the extent that shareholder's equity exceeds the issued and paid
up share capital and legal reserves. The Founder Share F1 shall not share in any profits nor in the reserves of the
Company. The Board may resolve to make (interim) distributions out of the Company profits or any of the Company’s
reserves, including the Ordinary Shares Premium Reserve.
Any decision to distribute profits, requires the approval of the Board of Directors. Such approval can only be refused,
if the Board of Directors knows or can be reasonably expected to know that the Company will no longer be able to
meet its financial obligations after such distribution.
Certain mandatory disclosures with respect to members of the Board
During the last five years (preceding the date of the Prospectus), none of the Directors: (i) has been convicted of
fraudulent offences; (ii) has served as a director or officer of any entity subject to bankruptcy proceedings, receivership,
liquidation or administration; or (iii) has been subject to any official public incrimination and/or sanctions by statutory
or regulatory authorities (including designated professional bodies), or suspension or disqualification by a court from
acting as a member of the administrative, management or supervisory body of an issuer, or from acting in the
management or conduct of the affairs of any issuer.
Dutch Corporate Governance Code
Prior to completing the Business Combination, the Company has not and will not be involved in any activities other
than preparation for the Offering and the Business Combination. The Company intends to tailor its compliance with
the Dutch Corporate Governance to the situation after the Business Combination Date and will, until such time, not
comply with a number of best practice provisions. To the extent the Company will deviate from the Dutch Corporate
Governance following the Business Combination, such deviations will be disclosed in the Company’s annual report in
accordance with Dutch market practice.
Evaluation
The Non-Executive Directors reviewed and discussed the Board functioning during the 2022 financial period. Overall,
the functioning of the Board has been assessed positively. The composition and functioning of the Board as well as
the performance of its individual members were also positively assessed and discussed.
To the extent best practice provisions relate to the Board and its committees, deviations of the Dutch Corporate
Governance prior to the Business Combination are summarised below:
- Company secretary (best practice provision 2.3.10)
The Company has not appointed and does not intend to appoint a company secretary in order to maintain a
small and cost-efficient organisation in preparation for the Business Combination. Until such time, the
Company will benefit from the secretarial services provided by the Sponsor pursuant to the Services
Agreement.
- Majority requirements for dismissal and overruling binding nominations (best practice provision 4.3.3)
All Directors, with the exception of one Director, are appointed and dismissed by the meeting of the holder
of Founder Share F1 on the recommendation of the Board. The one Director referred to in the previous
sentence is appointed and dismissed by the General Meeting on the binding nomination of the meeting of the
holder of the Founder Share F1. Each binding nomination can only be overruled by the General Meeting by
a two-thirds majority of votes cast representing more than 50% of the issued share capital of the Company,
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 25
unless the dismissal is proposed by the Board, in which case a simple majority of the votes would be sufficient.
The possibility of convening a new general meeting as referred to in Section 2:230(3) of the Dutch Civil Code
(Burgerlijk Wetboek)(“DCC”) in respect of these matters has been excluded in the Articles. The Company
believes that prior to the Business Combination these provisions support the continuity of the Company’s
management and its business and that those provisions, therefore, are in the best interests of the Shareholders
and other stakeholders.
Directors’ Remuneration as at the Settlement Date
The executive Directors are entitled to a gross annual fee of EUR 50,000, plus reimbursement of all reasonable and
documented costs incurred. Any personal taxes due in relation to this fee or any other benefits deemed realised in
relation to a Board position and/or, if applicable, the direct or indirect holding of Founder Shares and Founder Warrants
and other interests in the Company are for the account of the relevant executive Director.
As per their appointment, each non-executive Director will be paid a gross annual fee of EUR 25,000, plus
reimbursement of all reasonable and documented costs incurred.
All Directors may directly or indirectly enter into a management agreement with the Company, either in person or
through a personal holding or other holding company.
The remuneration of the Directors following a Business Combination, if any, shall be disclosed in the shareholder
circular published in connection with the Business Combination EGM, will conform to applicable law and regulations,
and is expected to be in line with market practice for similar companies.
Liability of Directors and insurance
Under Dutch law, Directors may be liable towards the Company for damages in the event of improper performance of
their duties. They may be jointly and severally liable for damages towards the Company for infringement of the Articles
or of certain provisions of the DCC. In addition, they may be liable towards third parties for infringement of certain
provisions of the DCC. Depending on the circumstances, they may also incur additional specific civil, administrative
and criminal liabilities.
The Directors are insured under an insurance policy taken out by the Company against damages resulting from their
conduct when acting in their capacities as Directors of the Company.
Indemnification
The Articles include provisions regarding the reimbursement of current and former Directors of: (i) the reasonable
costs of conducting a defence against claims or threatened claims based on acts or failures to act in the exercise of their
duties or any other duties currently or previously performed by them at the request of the Company; (ii) any damages
or fines payable by them as a result of an act or failure to act as referred to under (i); (iii) any amounts owed by them
due to settlement reasonably concluded by them in respect of an act or failure to as referred to under (i); and (iv) the
reasonable costs of appearing in other legal proceedings in which they are involved as current or former Directors,
with the exception of proceedings primarily aimed at pursuing a claim on their own behalf.
There shall, however, be no entitlement to reimbursement and any person concerned will have to repay the reimbursed
amount if and to the extent that: (i) the competent court or, in case of arbitration, the arbitrator has established in a
final and conclusive decision that the act or failure to act of the person concerned may be characterised as wilful
(opzettelijk), intentionally reckless (bewust roekeloos) or seriously culpable (ernstig verwijtbaar) conduct, unless
Dutch law provides otherwise or this would, in view of the circumstances of the case, be unacceptable according to
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 26
standards of reasonableness and fairness; or (ii) the costs and/or the decrease in assets of any person concerned are
covered by an insurance and the insurer has paid out the costs or the decrease in assets in full.
Any costs and/or decrease in assets is reimbursed by the Company upon receipt of an invoice or other document
evidencing the costs or the decrease in assets of the person concerned, under the condition that the person concerned
committed to the Company in writing to repay such costs and compensation upon the occurrence of any repayment
obligation as referred to above.
Board Rules
Pursuant to the Articles, the Board may adopt rules regarding its working methods and decision-making process which
must be in writing (the “Board Rules”). On the Settlement Date, the Board adopted the Board Rules and the Board
Rules are posted on the Company’s website (www.entpa.nl).
Board Composition and Directors’ Appointment, Suspension and Dismissal
The Articles provide that the Board consists of one or more executive Directors and two or more non-executive
Directors. The majority of the Board consists of non-executive Directors. The total number of Directors (including the
number of executive Directors and non-executive Directors) is determined by the Sponsor through its Founder Share
F1. As at 31 December 2022, the Board consisted of two executive Directors and two non-executive Directors. Both
non-executive Directors are considered independent, in each case within the meaning of the DCGC.
According to the Board Rules, the non-executive Directors prepare a profile (profielschets) of the size and composition
of the Board, taking account of the nature of the Company and the business connected with it. This board profile
addresses:
(i) the desired expertise and background of the executive Directors and non-executive Directors;
(ii) the desired composition of the Board in terms of diversity;
(iii) the size of the Board; and
(iv) the independence of the non-executive Directors.
All Directors, with the exception of one Director, are appointed and dismissed by the meeting of the holder of Founder
Share F1 on the recommendation of the Board. The one Director referred to in the previous sentence is appointed and
dismissed by the General Meeting on the binding nomination of the meeting of the holder of Founder Share F1. The
relevant meeting may only vote on a resolution to appoint a Director who is listed as a candidate on the agenda of the
meeting or the explanatory notes thereto.
Each binding nomination can only be overruled by the General Meeting by a two-thirds majority of votes cast
representing more than 50% of the issued share capital of the Company, unless the dismissal is proposed by the Board,
in which case a simple majority of the votes would be sufficient. The possibility of convening a new general meeting
as referred to in Section 2:230(3) DCC in respect of these matters has been excluded in the Articles.
The Articles provide that a Director may be suspended by the corporate body of the Company that is authorised to
appoint such Director. An executive Director may also be suspended by the Board. A suspension can be discontinued
by the General Meeting at any time. A suspension may be extended one or more times, but may not last longer than
three months in the aggregate. If, at the end of that period, no decision has been taken on termination of the suspension
or on removal, the suspension shall end and the Director shall be reinstated.
Term of Appointment
Executive Directors shall retire by no later than at the end of the annual General Meeting in the fourth year after the
year in which the executive Director was appointed and non-executive Directors shall retire at the end of the annual
General Meeting in the fourth year after the year in which the non-executive Director was appointed. An executive
director is eligible for reappointment.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 27
A non-executive Director is also eligible for reappointment but may only be reappointed for a period of four years.
Subsequently, a non-executive Director may be re-appointed for a period of two years, which appointment may
thereafter be extended by at most two years. The reasons for further reappointments of non-executive Directors shall
be provided in the report of the non-executive Directors to be included in the management report. Directors shall retire
periodically in accordance with a rotation plan to be drawn up by the non-executive Directors in order to avoid, as far
as possible, a situation in which many Directors retire at the same time.
Diversity
On 1 January 2022, Dutch legislation regarding gender diversity measures (Wet inzake evenwichtige man vrouw
verhouding in de top van het bedrijfsleven) entered into force. Pursuant to the legislation, Dutch listed companies
with a relevant listing, such as the Company, will have to comply with a quota of at least one-third for both women
and men on supervisory boards. In a one-tier board, this one-third quota shall be applicable to non-executive directors.
The quota will apply to new appointments, i.e., companies can reappoint a supervisory or non-executive director
without complying with the one-third quota in respect of such re-appointment, but only where this happens within
eight years after the year of the supervisory or non-executive director's first appointment. A new appointment not in
accordance with the one-third quota will in principle be regarded as null and void (nietig). As a result, the person in
question will not become a supervisory or non-executive director of the company.
As at 31 December 2022, the Board did not include any female Directors and therefore the Company did not comply
with the applicable diversity requirements. Energy Transition recognises the value of diversity in its Board and strives
to comply with the relevant diversity requirements as soon as possible/as soon as the opportunity is available.
Accordingly, the Board shall take the above-mentioned diversity requirements into account when making nominations
for the appointment of a Non-Executive Director.
Limitation of Supervisory and Non-executive Positions
Pursuant to Dutch law, there are limitations to the number of supervisory or non-executive positions that a person can
hold on the boards of directors of large Dutch companies. In addition, a person cannot be appointed as a managing or
executive director of a “large Dutch company” if: (i) they already hold a supervisory or non-executive position at more
than two other “large” Dutch public or private companies or “large” Dutch foundations; or (ii) they are the chairperson
(voorzitter) of the supervisory board or one-tier board of another “large” Dutch public or private company or “large”
Dutch foundation. Also, a person cannot be appointed as a supervisory director or non-executive director of a “large
Dutch company” if such person already holds a supervisory position or non-executive position at five or more other
“large” Dutch legal entities, whereby the position of chairperson of the supervisory board or one-tier board of directors
of another “large” Dutch company is counted twice.
The term “large Dutch company” applies to any Dutch company or Dutch foundation that at two consecutive balance
sheet dates meets at least two of the following criteria: (i) the value of its assets pursuant to its balance sheet with
explanatory notes on the basis of their acquisition price and production costs, is more than EUR 20 million; (ii) its net
turnover in the applicable financial year of the Company (a “Financial Year”) is more than EUR 40 million; and (iii)
the average number of employees in the applicable Financial Year is at least 250. An appointment in violation of these
restrictions will result in that last appointment being null and void. Earlier appointments at other entities are not
affected. The fact that an appointment is thus null and void does not affect the validity of decision-making.
The Company does not qualify as a “large Dutch company” on 31 December 2022. The terms “large Dutch company”
for purposes of this paragraph differs from the concept of the “large company regime” as referred to below:
As at the date of this Annual Report, the provisions in Dutch law that are commonly referred to as the “large
company regime” (structuurregime) do not apply to the Company. The Company does not intend to
voluntarily apply the “large company regime”. The Company may meet the requirements of the “large
company regime” in the future, which will have an impact on the governance described below. The Company
may then be eligible to rely on the holding and finance company exemption to the “large company regime”
becoming applicable to it if at least 50% of its employees work outside of the Netherlands.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 28
Board Meetings and Decision-making
Pursuant to the Board Rules, the Board meets at least six times each Financial Year and furthermore as often as deemed
desirable by the Chairperson, or when requested by at least two Directors.
Pursuant to the Board Rules, where unanimity cannot be reached and the relevant laws and regulations, the Articles or
the Board Rules do not prescribe a larger majority or consent of the non-executive Directors, Board resolutions are
adopted by simple majority of the votes validly cast in a meeting where the majority of the Directors then in office in
respect of whom no conflict of interest exists is present or represented. Certain matters set out in the Board Rules and
the Letter Agreement require the consent of the majority of non-executive Directors. The full list of Board authority
matters is included in the Board Rules, which are available free of charge on the Company’s website (www.entpa.nl).
For further information on the Letter Agreement, see the Letter Agreement in the Governance Documents section of
the Company’s website (www.entpa.nl).
For adoption of a resolution of the Board other than at a meeting, it is required that: (i) the proposal is submitted to all
Directors then in office in respect of whom no conflict of interest exists; and (ii) none of them objects to the relevant
manner of adopting resolutions, as evidenced by written statements (which can also be issued through a proxy) from
all relevant Directors then in office.
The Articles provide that resolutions of the Board entailing a significant change in the identity or character of the
Company or its business are subject to the approval of the General Meeting including, in any case:
- the transfer of (nearly) the entire business of the Company to a third party;
- entering into or terminating a long-term co-operation of the Company or a subsidiary (dochtermaatschappij)
with another legal entity or company or as a fully liable partner in a limited partnership or general partnership,
if this co-operation or termination is of major significance for the Company; and
- acquiring or disposing by the Company or a subsidiary of participating interests in the capital of a company,
with a value equal to at least one-third (1/3) of the sum of the assets of the Company as shown on its balance
sheet with explanatory notes or, if the Company prepares a consolidated balance sheet, its consolidated
balance sheet with explanatory notes, according to the last adopted annual accounts of the Company.
In addition thereto, a resolution of the Board to complete a Business Combination is subject to the approval of the
General Meeting. The absence of approval by the General Meeting does not affect the authority of the Board or the
Directors to represent the Company.
Meetings and attendance in 2022
During 2022, the Board held 6 meetings on 23 February 2022, 2 March 2022, 28 April 2022, 9 May 2022, 8 June 2022
and 22 September 2022. All Directors were present at the meetings either in person or via conference call. In addition,
on 6 April 2022, the Board adopted a written resolution without holding a formal meeting. Furthemore, over the course
of 2022, the board held informal meetings and communications on additional occasions, primarily to discuss potential
Business Combinations.
Subsequent to the 22 September 2022 Board Meeting, the management maintained contact with the Chair of the Board
and other Non-Executive Directors on a regular basis. The main topic discussed in the various contact moments was
the progress of the target search and status of ongoing discussions with potential targets.
Furthermore, the Non-Executive Directors were kept informed of Energy Transition’s strategic, financial, operational,
legal and compliance risks, of the internal control and management systems in place, and of the actions taken to manage
the risks.
In addition, the Non-Executive Directors discussed applicable IFRS standards, the implications of Corporate
Governance Code for Energy Transition and the preparation of the Annual General Meeting of Shareholders.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 29
Board Committees
According to the Articles, the Board may establish committees from among its members, which are charged with tasks
specified by the Board. The Board remains collectively responsible for decisions prepared by its committees and
accountable for the performance and affairs of the Company.
On the Settlement Date, the Board constituted an audit committee comprised of the non-executive Directors to assist
it to discharge its duties (the “Audit Committee”).
Audit Committee
Under the Articles of Association, the Company shall have an Audit Committee, consisting of a number of individuals,
whether or not Non-Executive Directors. Their number is to be determined by the Non-Executive Directors.
The members of the Audit Committee shall be appointed, suspended and dismissed by the Non-Executive Directors.
Executive Directors shall not be members of the Audit Committee. The organisation, rules, decision-making and other
internal matters of the Audit Committee have been adopted by the Board and are in the Board Rules and the terms of
reference Audit Committee available on the Company’s website (www.entpa.nl).
The Audit Committee comprises two members (2021: three members), all of whom are Non-Executive Directors.
Appointments to the Audit Committee are made by the Board. The Board has satisfied itself that the Audit Committee’s
membership includes Directors with recent and relevant financial experience.
The members of the Committee that served were:
- Mr. Leonhard Heinrich Fischer (Non-Executive Director and Chair of the Audit Committee)
- Mr. Steve Holliday (Non-Executive Director)
- Mr. Carl Peter Edmund Moritz Forster (Non-Executive Director) – resigned on 30 April 2022
According to the Audit Committee’s terms of reference, the Audit Committee is charged in particular with:
(i) informing the Board of the outcome of the statutory audit, whereby it is explained in which manner the
statutory audit contributed to the integrity of the financial reporting and the role of the Audit Committee
in that process;
(ii) monitoring the financial reporting process and making proposals to ensure the integrity of that process;
(iii) monitoring the effectiveness of the internal control system, the internal audit system, if any, and the risk
management system in relation to the financial reporting of the Company;
(iv) monitoring the statutory audit of the (consolidated) annual accounts, in particular the conduct of the audit
taking into account the assessment of the AFM in accordance with Section 26, subsection 6, of the
Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014 on specific
requirements regarding statutory audit of public-interest entities (the “EU Regulation”);
(v) assessing and monitoring the independence of the external auditor referred to in Section 1, subsection 1,
paragraph f, of the Audit Organisations Supervision Act (Wet toezicht accountantsorganisaties), or the
audit firm referred to in Section 1, subsection 1, paragraphs a and c of the Audit Organisations
Supervision Act, with particular attention to the provision of ancillary services to the Company; and
(vi) establishing the procedure for selecting the statutory auditor or audit firm and the nomination for the
engagement to perform the statutory audit in accordance with Section 16 of the EU Regulation. The Audit
Committee’s terms of reference are available on the Company’s website (www.entpa.nl).
The Audit Committee shall meet as often as required for the proper functioning of the Audit Committee. The Audit
Committee shall meet whenever deemed necessary by the chairperson of the committee and at least two times a year.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 30
REMUNERATION REPORT
REMUNERATION FOR THE EXECUTIVE DIRECTORS
The remuneration of Anthony Bryan Hayward (Chairman and CEO) and Tom James Daniel (CFO) is based on a yearly
cash compensation of EUR 50,000. The amount of the yearly cash compensation depends on the Executive Director’s
function and responsibilities as well as on what is common in the industry and in the market, especially in comparison
with similar SPACs. The Executive Director does not receive variable remuneration and given the nature of the
Company’s principal business, there is no share-based reward scheme in place. Moreover, there is no reduction or claw
back of the remuneration.
In addition, the remuneration of the Executive Director is consistent with the Compensation Policy available on the
Company’s website (www.entpa.nl) and contributes to the Company's identity, strategy, long-term interests and
sustainability.
REMUNERATION FOR THE NON-EXECUTIVE DIRECTORS
Non-Executive Directors remuneration is based on a yearly cash compensation of EUR 25,000. Regardless of their
remuneration, all Non-Executive Directors are entitled to reimbursement for their travel expenses.
The Non-Executive Directors do not receive variable remuneration and given the nature of the Company’s principal
business, there is no share-based reward scheme in place. Moreover, there is no reduction or claw back of the
remuneration.
In addition, the remuneration of the Non-Executive Directors is consistent with the Compensation Policy available on
the Company’s website (www.entpa.nl) and contributes to the Company's identity, strategy, long-term interests and
sustainability.
CONFLICTS OF INTEREST
Dutch law provides that a member of the board of directors of a Dutch private company with limited liability (besloten
vennootschap met beperkte aansprakelijkheid), such as the Company, may not participate in the discussions and
decision-making by the board if he or she has a direct or indirect personal interest on a certain matter that conflicts
with the interests of the relevant company and the business connected with it. Such a conflict of interest in any event
exists if the Director is deemed to be unable to serve the interests of the Company and the business connected with it
with the required level of integrity and objectivity.
Pursuant to the Board Rules, a Director having a (potential) conflict of interest in a transaction that is of material
significance to the Company and/or to the Director concerned must declare the nature and extent of that interest to the
other Directors without delay. A Director may not participate in the discussions and decision-making by the Board if,
with respect to the matter concerned, the Director has a direct or indirect personal interest that conflicts with the
interests of the Company and the business connected with it. This prohibition does not apply if the conflict of interest
exists for all Directors.
In addition, if a Director does not comply with the provisions on conflicts of interest, the resolution concerned is subject
to nullification and such Director may be held liable towards the Company for any damages resulting from such
improper performance of duties. As a general rule, the existence of a (potential) conflict of interest does not affect the
authority of the relevant Director to represent the Company.
Furthermore, as a general rule, agreements and transactions entered into by a company cannot be annulled on the
grounds that a decision of its board of directors was adopted with the participation of a conflicted director.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 31
However, under certain circumstances, a company may annul such an agreement or transaction if the counterparty
misused the relevant conflict of interest.
RELATED PARTY TRANSACTION POLICY
The Board Rules provide for a related party transaction policy in accordance with Dutch law. Related party transactions
include transactions between the Company and “related parties” as defined in the related party transaction policy.
The related party transaction policy provides procedures for Directors to notify a potential related party transaction.
Potential related party transactions shall be subject to review by the Board. The related party transaction policy
stipulates when a transaction qualifies as a related party transaction. No such related party transactions shall be
undertaken without the approval of the Board, which approval includes the affirmative vote of the majority of the non-
executive Directors, who are independent within the meaning of the DCGC and not considered to be conflicted with
respect to the relevant related party transaction. Any Director who has a direct or indirect personal interest in the
transaction, or who is considered to be conflicted with respect to the transaction, cannot participate in the discussions
or decision-making with respect to the related party transaction concerned.
If the Board proposes a Business Combination to the General Meeting, and the proposed Target is a related party to
the Sponsor, the Company would be entering into a related party transaction with the Sponsor.
As a result, in accordance with the Company’s related party transaction policy, implementation of the Business
Combination would require unanimous approval of all members of the Board entitled to vote.
The Board may approve the related party transaction only if it determines that it is in the interest of the Company and
the business connected with it. The Company’s related party transaction policy is included in the Code of Conduct and
Ethics which is available free of charge on the Company’s website (www.entpa.nl).
With a view to the respective shareholdings held by the Non-Executive Directors, which in each case is below 10%,
the Non-Executive Directors do qualify as ‘independent’ within the meaning of the Dutch Corporate Governance Code.
AUDIT
FINANCIAL STATEMENTS 2022
The Non-Executive Directors have reviewed and discussed the 2022 annual report and financial statements. The 2022
financial statements, as prepared by the Board, have been audited by KPMG Accountants N.V., whose auditor’s report
is included in this report, and were extensively discussed by the Board.
The Non-Executive Directors believe the 2022 financial statements of Energy Transition meet all requirements for
correctness and transparency. All Directors have signed the 2022 Financial Statements pursuant to the statutory
obligations under article 2:101 (2) of the Dutch Civil Code. The Board will present the financial statements for 2022
and its report at the Annual General Meeting of Shareholders.
The Non-Executive Directors recommend that the Annual General Meeting of Shareholders adopt the 2022 Financial
Statements and discharge the Directors from liability for their management and supervision in the year under review.
INTERNATIONAL FINANCIAL REPORTING STANDARDS (‘IFRS)
These financial statements have been prepared in accordance with International Financial Reporting Standards
("IFRS"), as issued by the International Accounting Standards Board and endorsed by the European Union and with
Part 9 of Book 2 of the Netherlands Civil Code.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 32
EXTERNAL AUDITOR
The Company’s external auditor, KPMG Accountants N.V. (“KPMG” or “External Auditor”), was reappointed on 29
June 2022. The External Auditor reports to the Audit Committee on the actions taken to comply with professional and
regulatory requirements and with best practice designed to ensure its independence. The performance of the External
Auditor is reviewed by the Audit Committee on an annual basis through a qualitative assessment of the services
provided against the agreed audit plan and taking account of feedback received from management. Following this
review, the Audit Committee is satisfied that the external audit process operates effectively.
GOING CONCERN
After conducting a review of management analysis, the Directors have reasonable expectation that the Company has
adequate resources to continue in operational existence for the foreseeable future. For this reason, the Directors
consider it appropriate to adopt the going-concern basis in preparing the Annual Report. This is further elaborated on
in the financial statements in note 2 “Basis of preparation” under the header “Going concern”.
STATEMENT OF DIRECTORS RESPONSIBILITIES
The Directors are responsible for, among other things, the planning and execution of the Company’s strategies, and
identifying and executing a potential Business Combination opportunity. Consequently, the Company’s success will
depend on the relationships, skills, expertise and experience of its directors and executives. The departure of any of
these individuals could therefore adversely affect its ability to execute its strategy. In particular, the Company is
dependent on a relatively small group of individuals, including Anthony Bryan Hayward and Tom James Daniel.
The Company cannot assure investors that such individuals will remain with it for the immediate or foreseeable future.
It does not have direct employment agreements with, or key-man insurance on the life of, any of these individuals.
The loss of the services of any of these individuals could have a detrimental effect on the Company, including on its
ability to identify potential Targets, successfully consummate a Business Combination or otherwise execute its
strategy.
Each of the Directors confirms that, to the best of his knowledge:
- The Annual Report, taken as a whole, is fair, balanced and understandable, and provides the information
necessary for shareholders to assess the Company’s position and performance, business model and strategy;
- The financial statements which have been prepared in accordance with International Financial Reporting
Standards as endorsed by the European Union (IFRS EU) and Part 9 of Book 2 of the Dutch Civil Code give
a true and fair view of the assets, liabilities, financial position and profit or loss of the Company taken as a
whole; and
- The Directors’ Report includes a fair review of the development and performance of the business and the
position of the Company taken as a whole, together with a description of the principal risks and uncertainties
that they face.
SUBSEQUENT EVENTS
The Company is not aware of any other subsequent events that need to be disclosed.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 33
Amsterdam, 14 April 2023
L.H. Fischer S. Holliday
Non-Executive Director Non-Executive Director
A.B. Hayward T.J. Daniel
Executive Director Executive Director
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 34
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2022
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 35
STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 December 2022
Note 01/01/22 –
31/12/22
25/02/21 –
31/12/21
EUR
EUR
CONTINUING OPERATIONS:
Revenue
-
-
Cost of sales
-
-
Gross margin
-
-
Other income
-
-
Other expenses
(15)
(
1,552,15
6
)
(1,811,208)
Net operating result
(1,552,15
6
)
(1,811,208)
Finance income
-
-
Finance costs
(1
6
)
(
7,939,9
19
)
(3,326,144)
Net finance costs
(7,939,9
19
)
(3,326,144)
Loss before tax
(9,492,07
5
)
(5,137,352)
Income tax
expense/(benefit)
(1
7
)
-
-
Loss for the period
(9,492,075)
(5,137,352)
Other comprehensive income
-
-
Total comprehensive income/(loss) for the period
(9,492,075) (5,137,352)
Note 01/01/22 –
31/12/22
25/02/21 –
31/12/21
Earnings per share
(
1
8
)
From continuing and discontinued operations
Basic earnings (loss) per share – no. of shares (4,361,521) (5,919,355)
Basic earnings (loss) per share
–
EUR
(
2.1
8
)
(
0.87
)
From continuing operations
Basic earnings (loss) per share
–
no. of shares
(
4.
3
61,521
)
(
5,919,355
)
Basic earnings (loss) per share
–
EUR
(
2.
1
8
)
(
0.87
)
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 36
STATEMENT OF FINANCIAL POSITION
as at 31 December 2022
(Before appropriation of result)
ASSETS
Note
31/12/22
31/12/21
EUR
EUR
NON-CURRENT ASSETS:
Other financial assets
(
6
)
175,947,199
176,366,017
Total non-current assets
175,947,199
176,366,017
CURRENT ASSETS:
Trade and
other receivables
(
7
)
249,015
309,469
Prepaid expenses
(
8
)
286,684
299,758
Cash and cash equivalents
(
9
)
2,125,625
3,044,794
Total current assets
2,661,324
3,654,02
1
Total assets
178,608,523 180,020,038
SHAREHOLDER'S EQUITY AND LIABILITIES
Note 31/12/22 31/12/21**
EUR
EUR
SHAREHOLDER’S EQUITY:
(10)
Issued share capital
43,
5
50
43,750
Share premium
-
-
Accumulated loss
(5,137,352)
-
Result for the period
(
9,492,075
)
(5,137,352)
Total equity
(14,585,877)
(5,093,602)
NON-CURRENT LIABILITIES:
Redeemable Ordinary Shares
(11)
172,079,791
166,810,547
Founder Warrants
(11)(13)
11,700,000
10,075,000
Public Warrants
(11)(13)
8,108,333
7,350,000
Total non-current liabilities
191,888,124
184,235,547
CURRENT LIABILITIES:
Payable to Sponsor
(19)
198,926
78,826
Payable to Directors
(19)
236,78
1
118,630
Trade and other payables
(12)
870,569
680,637
Total current liabilities
1,306,276
878,093
Total shareholder’s equity and liabilities 178,608,523 180,020,038
**adjusted for comparison purposes
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 37
STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2022
Attributable to owners of the Company
Issued
share
capital
Share
premium
Other
reserves
Result for
the period
Total
EUR
EUR
EUR
EUR
EUR
Balance as at 25 February
2021
- - - - -
Result for the period
- - - (5,137,352) (5,137,352)
Other comprehensive income
(loss)
- - - - -
Total comprehensive income
(loss) for the period
- - - (5,137,352) (5,137,352)
Transactions with owners of
the Company
Issuance of Founder
S
hares
100,600 - - - 100,600
Cancellation of
Founder S
hares
(56,850) - - - (56,850)
Total contributions by and
distributions to owners
43,750 - - - 43,750
Balance as at 31 December
2021
43,750 - - (5,137,352) (5,093,602)
Balance as at 1 January 2022
43,750 - - (5,137,352) (5,093,602)
Result for the period
- - - (9,492,075) (9,492,075)
Other comprehensive income
(loss)
- - - - -
Total comprehensive income
(loss) for the period
43,750 - - (14,629,427) (14,585,677)
Transactions with owners of
the Company
Issuance of Founder Shares
- - - - -
Buyback of Founder Shares
(200) - - - (200)
Total contributions by and
distributions to owners
(200) - - - (200)
Balance as at 31 December
2022
43,550 - - (14,629,427) (14,585,877)
The issued share capital of the Company consists of 4,355,000 (2021: 4,375,000) Ordinary Shares with a par value of
EUR 0.01 each (EUR 43,550 (2021: EUR 43,750)). At 31 December 2022 all Shares were issued and fully paid.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 38
STATEMENT OF CASH FLOWS
for the year ended 31 December 2022
Note 01/01/22 –
31/12/22
25/02/21 –
31/12/21
EUR
CASH FLOW FROM OPERATING ACTIVITIES
Loss for the period
(9,492,075)
(5,137,352)
Adjustments for:
-
Fair value adjustments of warrants
(1
3
)
(1
6
)
2,383,33
3
675,000
-
Effective interest on redeemable ordinary shares
(11)
(
1
6
)
5,
269,244
2,251,336
-Negative interest on Escrow Account attributable to
N
egative
I
nterest
C
over
(16) 287,342 399,808
-
Expensed issuance costs
(11)
-
137,9
40
Changes in:
-
Decrease/
(
Increase
)
in trade and other receivables
(
7
)
60,455
(309,469)
-
Decrease/
(
Increase
)
in
prepaid expenses
(
8
)
13,074
(299,758)
-
Increase in t
rade and other payables
(
1
2
)
559,45
8
721,017
Net cash flow used in operating activities
(919,1
69
)
(1,
561
,
47
8)
CASH FLOW FROM INVESTING ACTIVITIES
Escrow account
-
proceeds from issuance of Units
(
6
)
-
(17
5
,
00
0,000)
Net cash flow from investing activities
-
(17
5
,
00
0,000)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from issuance of
F
ounder
S
hares
(
10
)
-
69,350
Proceeds from issuance of Founder Warrants
(11)
-
8
,75
1
,000
Proceeds from interest free loan granted by Sponsor
(11)
-
999,000
Proceeds from issuance of
Units
(11)
-
172,10
3
,276
Transaction costs related to issuance of redeemable
O
rdinary
S
hares
(11) - (566,354)
Negative interest cover
(6)
-
(1,750,000)
Net cash flow from financing activities
-
179,
606
,2
7
2
Net increase in cash and cash equivalents (919,169) 3,044,794
Cash and cash equivalents as at
beginning financial period
3,044,794
-
Effects of exchange rate changes on cash and cash
equivalents
- -
Cash and cash equivalents as at
end of financial period
(
9
)
2,125,62
5
3,044,794
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 39
NOTES TO THE FINANCIAL STATEMENTS
31 December 2022
1. GENERAL
Energy Transition Partners B.V. (the “Company”) was incorporated on 25 February 2021 as a private limited
liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law, having
its official seat (statutaire zetel) in Amsterdam, the Netherlands and with its registered office at Herikerbergweg
238, Luna ArenA. 1101 CM, Amsterdam, the Netherlands and registered in the Trade Register of the Dutch
Chamber of Commerce (handelsregister van de Kamer van Koophandel) under number 82018650.
The Company is a Special Purpose Acquisition Company (SPAC) with the purpose of effecting a merger, demerger,
share exchange, asset acquisition, share purchase, reorganisation or similar business combination with, or
acquisition of, a business or company (a “Target”) (a “Business Combination”) operating in the energy transition
sector that is headquartered or operating in Europe (including UK), although it may pursue a business combination
opportunity in any geography, industry or sector. Energy Transition Sponsor LLP (the “Sponsor”) is the Sponsor
of the Company.
The issued share capital of the Company consists of 4,355,000 shares (2021: 4,375,000 shares) with a par value of
EUR 0.01 each (EUR 43,550 (2021: EUR 43,750)). The issued shares are held by the Sponsor, Non-Executive
Directors and Cornerstone Investors.
The Company was admitted to listing and trading on Euronext Amsterdam (the “Admission”), the regulated market
operated by Euronext Amsterdam N.V. (“Euronext Amsterdam”) on 19 July 2021 pursuant to a private placement
(the “Private Placement” or “Offering”) in which it raised EUR 175 million in gross proceeds (the “Proceeds”) in
accordance with the terms and conditions set out in the Company’s prospectus which has been issued on 15 July
2021 (the “Prospectus“). The Company completed the Offering of 17,500,000 units (the “Units”), each consisting
of one ordinary share (an “Ordinary Share”) and one-third (1/3) of a warrant (a “Warrant” or “Public Warrant”), at
a price of EUR 10.00 per Unit raising gross proceeds of EUR 175 million. Payment for the Ordinary Shares and
the Public Warrants (“Settlement”) took place on 21 July 2021 (the “Settlement Date”).
During the period under review the Company did not employ any personnel and, consequently, no payments for
wages, salaries or social securities were made.
Business strategy
The Company’s business strategy is to identify, combine with and maximise the value of a Target with operations
in the Target Sector. In executing this strategy, the Company will look for a Target that (i) complements the
experience of the Founders, (ii) can benefit from the Founders’ operating and financial expertise and (iii) represents
a compelling investment opportunity for the Company and its investors. The Company will focus its efforts on
opportunities where the Company feels it has a competitive advantage and is best situated to enhance the value of
the Company through a Business Combination. The ultimate goal of Business Strategy is to maximize value for
investors, which, given its focus on the Target Sector, the Company believe it can do while at the same time offering
solutions to the climate change and other environmental issues that the world faces today.
The Founders have an extensive network of contacts that they intend to leverage in their efforts to identify an
attractive Target. Additionally, the Founders have worked together for over a decade. The Company believes this
existing network and long history of working together are advantages in sourcing potential Targets and effectively
running the Company. The Company also believes that its Founders’ reputation, experience and track record will
make it a preferred partner for potential Targets.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 40
NOTES TO THE FINANCIAL STATEMENTS
31 December 2022
In addition, the Company believes that the breadth of the Founders’ experience is a competitive advantage. The
Founders have experience across the Target Sector and have invested across the capital structure in both private
and publicly traded companies. As a result, the Founders believe they have a strong understanding of key
macroeconomic trends, investor expectations and market sentiment driving the Energy Transition.
Following the Offering and prior to the Business Combination Date, the Company will not engage in any
operations, other than in connection with the selection, structuring and completion of the Business Combination.
Once a concrete Target has been identified, the Company will enter into negotiations with the Target’s current
owners including, if appropriate, for the purpose of agreeing transaction documentation appropriate for the potential
Business Combination.
The Company believes that conducting comprehensive due diligence on prospective investments is important
within the Target Sector. In evaluating a prospective Target, the Company expects to conduct a due diligence
review which is likely to encompass, among other things, meetings with incumbent management, investors and
employees, document reviews, inspection of facilities, as well as a review of scientific, regulatory, operational,
financial, legal and other information made available to the Company.
Once the transaction documentation is agreed, the Company will convene an extraordinary shareholder meeting
and propose the Business Combination to the Shareholders (the “Business Combination EGM”). The approval of
the Business Combination will require a simple majority (over 50% of the votes cast on the Shares) approval of the
General Meeting without any quorum requirement. Depending on the nature of the transaction, other resolutions
may also need to be passed which could have a higher voting threshold and/or have a quorum requirement. The
Company aims to complete the Business Combination using cash from the net proceeds of the Offering, the Founder
Private Placement and the settlement of the Sponsor Loan, the proceeds of the sale or issuance of Shares in
connection with its Business Combination, Shares issued to the owners of the Target, debt issued to banks or other
lenders or the owners of the Target, or a combination of the foregoing.
The Company may also seek to raise additional funds through a private offering of equity securities, or securities
convertible into, exchangeable or exercisable for equity securities in connection with the completion of its Business
Combination, and the Company may effectuate its Business Combination using the proceeds of such offering in
addition to using the amounts held in the Escrow Account.
If no Business Combination is completed by the Business Combination Deadline, and the 6 month extension to the
Business Combination Deadline has not been approved, the Company intends to, as soon as reasonably possible,
initiate the Redemption Arrangement and will also as soon as possible, and in any event within no more than two
months from the Business Combination Deadline, convene a General Meeting for the purpose of adopting a
resolution to dissolve and liquidate the Company. The Sponsor has committed in the Letter Agreement, and the
independent, non-executive Directors have committed in their Appointment Letters, to vote all Shares (other than
the Founder Share F1) held by them in favour of a Liquidation. As a result of a Liquidation, the assets of the
Company will be liquidated, including the outstanding amounts deposited in the Escrow Account and substantially
all of the liquidation surplus, after satisfaction of creditors (including taxes) and payment of liquidation costs, if
any, will be distributed in accordance with the Liquidation waterfall. Any contingent liabilities will delay
completion of the Liquidation until such time that they become actual.
If the Company completes the Business Combination, it is intended that Shareholders will remain shareholders in
a listed and publicly traded company. The Shareholders will be either: (i) direct shareholders of an entity that
consolidates the Company and the Target whereby the former shareholders of the Target are expected to hold an
interest; or (ii) direct shareholders of the Company whereby the Company will hold all shares in the Target.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 41
NOTES TO THE FINANCIAL STATEMENTS
31 December 2022
As a result of the foregoing, Shareholders, together with the Sponsor, may jointly hold a stake of between 20% and
100% in the Target, although smaller stakes cannot be excluded for a larger Target. In any event, it is intended that
the shares held by Ordinary Shareholders following the Business Combination will continue to be listed and
publicly traded and the Ordinary Shareholders will retain the right to vote and the right to receive dividends and
other distributions declared by the Company (or any successor or surviving entity following the Business
Combination). Furthermore, the Shareholders and the Company are expected to remain subject to all regulations
applicable to them as a consequence of a public listing on Euronext Amsterdam.
Subject to an arrangement and timetable to be negotiated with the shareholders of the Target, the Company may
consider fully merging the Company and the Target, as part of which the Target is envisaged to be fully absorbed
into the Company. The merger of the Company and the Target may occur immediately in the context of the Business
Combination or at a later stage. The shareholders’ circular published for the Business Combination EGM will
contain the details of such merger and the then envisaged timetable for it.
After the merger, the Company will continue to exist, provided that it will assume the name of the Target and that
the Company will become a holding company that carries out a commercial business strategy. At such point in
time, it is intended that the Target, through the Company as a holding company, will be admitted to listing and
trading. The Company may also simultaneously pursue a Business Combination with several Targets resulting in
a single operating business, and references to Target should be taken as to include such a situation.
2. BASIS OF PREPARATION
Statement of compliance
These financial statements have been prepared in accordance with the International Financial Reporting Standards
as endorsed by the European Union (IFRS EU) and Part 9 of Book 2 of the Dutch Civil Code for the the year ended
31 December 2022. The financial statements give a true and fair view of the assets and liabilities, the financial
position and the profit or loss, the management report provides a true and fair view and the significant risks and
uncertainties to which the Company is exposed have been described.
Going concern
The financial statements of the Company have been prepared on the basis of the going concern assumption.
The Company will have until 24 months from 21 July 2021 (‘’Settlement Date’’), plus an additional six months
subject to approval by the General Meeting (‘’Business Combination Deadline’’), to complete the Business
Combination.
Since the Settlement Date, the Company has been focusing on the selection of a potential target company for the
initial Business Combination on or before the Business Combination Deadline and the process is currently ongoing.
Given the time remaining to this deadline and the potential impact of current global events, including a
consideration of the impacts of COVID-19, the broad economic and geopolitical risks at present, and the ongoing
war in Ukraine, there is uncertainty whether the Company will be able to achieve its objectives within 12 months
from the date of these financial statements.
These conditions indicate the existence of a material uncertainty, which may cast significant doubt about the
Company’s ability to continue as a going concern. Since the Settlement Date, the Company has been focusing on
the selection of a potential target company for the initial Business Combination and the process is currently
ongoing.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 42
NOTES TO THE FINANCIAL STATEMENTS
31 December 2022
As there is reasonable expectation that the Company will be able to continue its operations and meet its liabilities
as they become due over the next twelve months, or shorter period in the case of Liquidation, therefore, it is
appropriate to adopt the going concern basis in preparing the financial reporting.
If no Business Combination is completed by the Business Combination Deadline, the Company intends to, as soon
as reasonably possible, initiate a repurchase procedure, allowing the holders of Ordinary Shares (which, for the
avoidance of doubt, shall not include the Founder Shares) to receive a pro rata share of funds in the Escrow Account
(after deduction of the remaining cash portion of the Negative Interest Cover, if any, but without deduction of the
Deferred Commissions), which is anticipated to be EUR 10.00 per Ordinary Share, less the pro rata share of any
Negative Interest incurred in excess of the Negative Interest Cover. The Board will in that case set and announce
by press release an acceptance period for the repurchase of Ordinary Shares. Ordinary Shareholders will need to
take steps to have their Ordinary Shares repurchased by the Company, as will be set out by the Company around
that time. Ordinary Shareholders who fail to participate in the repurchase procedure at such time are dependent on
the Liquidation of the Company to receive any repayment in respect of their Ordinary Shares and such amount may
be different from, and will be paid later than, that available if such Ordinary Shareholders had participated in the
repurchase procedure.
Furthermore, in the event no Business Combination is completed by the Business Combination Deadline, the
Company intends to, as soon as reasonably possible, and in any event, within no more than two months from the
Business Combination Deadline, at the proposal of the Board convene a General Meeting for the purpose of
adopting a resolution to (i) dissolve and liquidate the Company and (ii) delist the Ordinary Shares and the Warrants
(the “Liquidation”). This resolution is to be adopted by a simple majority of the votes cast on the Shares. The
Sponsor has committed in the Letter Agreement, and the independent, non-executive Directors have committed in
their Appointment Letters, to vote all Shares (other than the Founder Share F1) held by them in favour of a
Liquidation. If the resolution to dissolve and liquidate the Company were not to be adopted, the Company would,
as a matter of Dutch law, be unable to dissolve and liquidate and would therefore continue to exist. Holders of
Ordinary Shares (which, for the avoidance of doubt, shall not include the Founder Shares) who did not participate
in the repurchase procedure will continue to be entitled to their proportionate part of the remaining amounts held
in the Escrow Account as the Business Combination Deadline will have passed. Upon release of these amounts in
accordance with the Escrow Agreement, the Board can distribute these funds to the remaining Ordinary
Shareholders in accordance with the Articles and the Escrow Agreement.
In the event of a Liquidation, the executive Directors shall become liquidators of the dissolved Company’s assets,
unless the General Meeting resolves to appoint one or more other persons as liquidators, and the non-executive
Directors shall be charged with the supervision of the Liquidation. The liquidator(s) shall assume control of the
affairs of the Company until the close of the liquidation proceedings. Pursuant to applicable provisions of Dutch
law, the commencement of the Liquidation will be publicly announced in a Dutch national newspaper (landelijk
verspreid dagblad), following which a statutory creditor opposition period of two months will commence.
As part of the Liquidation, the remaining net assets of the Company will be liquidated, including the outstanding
amounts deposited in the Escrow Account. The liquidator(s) will identify and value all claims against the Company,
pay the Company’s creditors and settle its liabilities (including taxes) and payment of liquidation costs, if any.
To the extent that any assets remain after payment of all debts, those assets will be distributed to the holders of
Ordinary Shares and Founder Shares in the following order (each to the extent possible and in accordance with
applicable laws and regulations):
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 43
NOTES TO THE FINANCIAL STATEMENTS
31 December 2022
a) first, the repayment of the nominal value of each Ordinary Share to the Ordinary Shareholders pro rata to
the number of Ordinary Shares held by them;
b) secondly, an amount per Ordinary Share to Ordinary Shareholders equal to the share premium amount
that was included in the subscription price (i.e. EUR 10.00 – EUR 0.01 = EUR 9.99) per Ordinary Share
set on the initial issuance of the Ordinary Shares plus or minus the pro rata amount of any interest accrued
or incurred on the Escrow Account minus any amount previously distributed to the Ordinary Shareholders
from the Ordinary Shares Premium Reserve;
c) thirdly, the repayment of the nominal value of each Founder Share to the holders of the Founder Shares
pro rata to the number of Founder Shares held by them; and
d) finally, the distribution of any Liquidation surplus remaining to the holders of the Founder Shares pro rata
to the number of Founder Shares held by them.
The foregoing distributions will be made in accordance with applicable laws and regulations. The holder of the
Founder Share F1 and holders of Warrants and Founder Warrants will not receive any distributions in the event of
a Liquidation.
Given that management remains dedicated and focused on completing the Business Combination, the
accompanying financial statements have been prepared on a going concern basis and do not include any adjustments
that might arise as a result of uncertainties about the Company’s ability to continue as a going concern.
However, such opinion is not dependent on the Company completing a Business Combination by the Business
Combination Deadline alone. The (financial) risk for our shareholders is largely mitigated by the fact that the
Company holds EUR 175,947,199 in the Escrow Accounts as at 31 December 2022, which can be released upon
meeting strict requirements. In addition, due to the increase in the interest rates, the Escrow account is now earning
interest.
Furthermore, the Company has EUR 2,125,625 of cash available in the current account as at 31 December 2022,
coming from the proceeds of the sale of the Founder Shares and Warrants at the Offering (Capital at Risk), which
is considered to be sufficient to cover working capital and other running costs and expenses.
Basis of measurement
These financial statements have been prepared on the historical cost basis, except financial instruments that are
measured at revalued amounts or fair values at the end of each reporting period, as explained in the accounting
policies below.
New standards, interpretations and amendments not adopted by the Company
The following Standards and Interpretations became effective for annual reporting periods beginning on or after 1
January 2022:
- Amendments to IAS 16: Property, Plant and Equipment: Proceeds before Intended Use.
- Amendments to IAS 37: Onerous Contracts – Costs of Fulfilling a Contract.
- Amendments to IFRS 3: Reference to the conceptual framework.
- Annual Improvements to IFRS Standards 2018-2020 Cycle: Amendments to IFRS 1 First time Adoption of
International Financial Reporting Standards, IFRS 9 Financial instruments, IFRS 16 Leases and IAS 41
Agriculture.
None of these new Standards and Interpretations had a material impact on our financial statements.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 44
NOTES TO THE FINANCIAL STATEMENTS
31 December 2022
Certain new accounting standards and interpretations have been published that are not mandatory for 31 December
2022 reporting periods and have not been early adopted by the Company. These standards are not expected to have
a material impact on the Company in the current or future reporting periods and on foreseeable future transactions:
- IFRS 17: Insurance Contracts
- Amendments to IFRS 17: Initial Application of IFRS 17 and IFRS 9 – Comparative Information
- Amendments to IAS 1: Classification of Liabilities as Current or Non-current.
- Amendments to IAS 1 and IFRS Practice Statement 2: Disclosure of accounting policies.
- Amendments to IAS 8: Definition of accounting estimates.
- Amendments to IAS 12: Deferred Tax related to Assets and Liabilities arising from a Single Transaction
- Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback (but not yet endorsed in the EU)
Functional and presentation currency
The financial statements are presented in Euro, which is the Company’s functional currency. Functional currency
is the currency of the primary economic environment in which the entity operates. The issued share capital of the
Company is denominated in Euro. The Directors of the Company believe that Euro most faithfully represents the
economic effects of the underlying transactions, events and conditions.
Except as otherwise indicated, all financial information is presented in EUR.
Use of estimates and judgments
The preparation of the financial statements in conformity with IFRSs requires management to make judgments,
estimates and assumptions that may affect the application of accounting policies and the reported amounts of assets,
liabilities, income and expenses.
The estimates and associated assumptions are based on historical experience and various other factors that are
believed to be reasonable under the circumstances, the results of which form the basis of making the judgments
about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions
to accounting estimates are recognized in the period in which the estimates are revised and in any future periods
affected.
Significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have the
most significant effect on the amounts recognised in the financial statements are:
Significant accounting judgements:
- Founder Shares, Founder Share F1 and Founder Warrants are determined by Management to be outside the
scope of IFRS 2 share-based payments and within the scope of IAS 32. Management determined that these
instruments were issued at fair value on inception and represent the ‘risk capital’ of the Company. They
represent transactions with the Sponsor in their capacity as the shareholders of the Company and not as
compensation for the provision of services to the Company, nor forfeited upon ceasing those services.
- Founder Shares and Founder Share F1 are determined to be equity instruments under IAS 32 as they represent
a claim to the residual interest of the Company. Founder Warrants are determined to be derivative financial
liabilities under IAS 32 and IFRS 9 given the warrant agreement allows for the delivery of a variable number
of shares upon exercise.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 45
NOTES TO THE FINANCIAL STATEMENTS
31 December 2022
- Redeemable Ordinary Shares are determined to be financial liabilities under IAS 32. The redemption features
of the Redeemeable Ordinary Shares create a contractual obligation to pay cash that the Company cannot
avoid. The Public Warrants are determined to be derivative financial liabilities under IAS 32 ad IFRS 9 given
Public Warrants contain cash settlement alternatives and features that lead to a settlement of a variable number
of shares which lead to a derivative financial liability classification.
- Management has also exercised judgement in determining whether the cash held in the Escrow Account
should be treated as Cash and Cash equivalents or Other Financial Assets and concluded that the Escrow
account will be treated as Financial Assets as the cash in the Escrow Account is to be held and not released
until the completion of a Business Combination or the Business Combination Deadline (i.e. not matching
short-term cash commitments as defined under IAS 7.7.).
- The transaction costs are capitalised and disclosed in note 11 “Redeemable ordinary shares” if they are
incremental and unavoidable costs directly attributable to the issuance in the Offering of the part of the new
financial instruments (the “Units”) relating to the Ordinary Shares. The transaction costs relating to the
Warrant portion of the Units are expensed. The capitalisation and recognition directly in the profit and loss
account is performed based on the fair value at issuance of both instruments. The Company expenses the costs
relating to listing and/or other activities undertaken in the reporting period not directly attributable to the
issuance in the Offering.
Significant accounting estimates:
- The estimation that the fair values of the Founder Shares and Founder Warrants at initial recognition were
equal to their issue prices. Since the Founder Shares are classified as equity, the Company has not re-valued
these Shares which were initially issued at the incorporation of the Company, and deem their nominal issue
price to represent the fair value per Founder Share at that time. The Founder Warrants are derivatives in the
scope IFRS 9. Accordingly, the Company recognises these instruments at fair value and re-measures the
instruments to fair value at each reporting period. For further details refer to last bullet.
- The proportion of the fair value of the Units at initial recognition attributable to the Public Warrants. For
further details refer to next bullet.
- The fair value estimates for both Founder and Public Warrants at 31 December 2022. As there are no active
liquid prices for comparable instruments, a Level 3 binomial option pricing model valuation, adjusted for the
probability of a successful Business Combination, was therefore used to estimate their fair values. The key
inputs into this model were the Ordinary Share fair value at 31 December 2022, the projected volatility of the
Ordinary Shares price over the five-year, post Business Combination, exercise period of the Warrants and the
probability of successfully completing a Business Combination. Further details are given in note 11 ‘Founder
Warrants and Public Warrants’ below.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 46
NOTES TO THE FINANCIAL STATEMENTS
31 December 2022
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Financial instruments
Recognition and initial measurement
The Company initially recognises all financial assets and liabilities at fair value on the trade date at which the
Company becomes a party to the contractual provisions of the instruments.
Any gains and losses arising from changes in fair value of the financial assets or financial liabilities at fair value
through profit or loss are recorded in the statement of comprehensive income.
Financial assets and financial liabilities are measured initially at fair value plus or minus, for an item not at fair
value through profit or loss (“FVTPL”), transaction costs that are directly attributable to its acquisition or issue.
Classification and subsequent measurement
Financial assets
On initial recognition, the Company classifies financial assets as measured at amortised cost or FVTPL.
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as
at FVTPL:
- It is held within a business model whose objective is to hold assets to collect contractual cash flows; and
- Its contractual terms give rise on the specified dates to cash flows that are solely payments of principal and
interest (SPPI) on the principal amount outstanding.
All financial assets not classified as measured at amortised cost as described above are measured at FVTPL.
Financial assets measured at amortised cost are subsequently measured at amortised cost using the effective interest
method. The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and losses
and impairment are recognised in profit or loss. Any gain or loss on derecognition is recognised in profit or loss.
Financial assets measured at FVTPL are subsequently measured at fair value. Net gains and losses, including any
interest income and foreign exchange gains and losses, are recognised in profit or loss.
Financial liabilities
Financial liabilities are classified as measured at amortised cost or FVTPL.
A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is designated
as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains or losses,
including any interest, are recognised in profit or loss.
Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest
expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on derecognition
is also recognised in profit or loss.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 47
NOTES TO THE FINANCIAL STATEMENTS
31 December 2022
Amortised cost
The amortised cost of a financial asset or financial liability is the amount at which the financial asset or financial
liability is measured on initial recognition minus the principal repayments, plus or minus the cumulative
amortisation using the effective interest method of any difference between that initial amount and the maturity
amount and, for financial assets, adjusted for any loss allowance.
Impairment
The Company assesses on a forward-looking basis the expected credit losses associated with its financial assets
carried at amortised cost. The Company recognises a loss allowance for such losses at each reporting date.
The measurement of expected credit losses reflects:
- An unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes;
- The time value of money; and
- Reasonable and supportable information that is available without undue cost or effort at the reporting date
about past events, current conditions and forecasts of future economic conditions.
Derecognition
The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or
it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which
substantially all the risks and rewards of ownership of the financial asset are transferred or in which the Company
neither transfers nor retains substantially all of the risks and rewards of the ownership and does not retain control
of the financial asset.
The Company derecognises a financial liability when its contractual obligations are discharged or cancelled or
expired. On derecognition of a financial liability, the difference between the carrying amount extinguished and the
consideration paid (including any non-cash assets transferred or liabilities assumed) is profit or loss.
Offsetting
Financial assets and liabilities are offset, and the net amount presented in the statement of financial position when,
and only when, the Company has a legal right to offset the amounts and intends either to settle on a net basis or to
realise the asset and settle the liability simultaneously. Income and expenses are presented on a net basis only when
permitted by the accounting standards.
Classification of the instruments issued by the Company
The Company has assessed the instruments issued by the Company whether they should be accounted for as share-
based payments within the scope of IFRS 2 or as financial instruments within the scope of IAS 32 Financial
instruments. This assessment involves consideration of all terms and conditions attached to the instruments and as
to whether the instruments were issued by the Company for a service to the Company, potentially at a discount or
subject to service or performance conditions. The Board concluded that Ordinary Shares, Founder Shares as well
as Public Warrants and Founder Warrants should be accounted for under IAS 32.
Founder Shares
The Founder Shares are ordinary shares in the capital of the Company. The Sponsor, Cornerstone investors and
non-executive Directors have committed to certain lock-up procedures and waived in the letter agreement their
rights to dividends and other distributions declared and paid on the Founder Shares until completion of a Business
Combination. Subject to the satisfaction of the conditions set out below:
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 48
NOTES TO THE FINANCIAL STATEMENTS
31 December 2022
-
1/2 upon closing of the Business Combination
- 1/2 (A) 365 calendar days after the completion of the Business Combination or (B) with potential earlier
release at 150 calendar days based on the trading price (EUR 12.00 or above) for any 10 Trading Days within
any 30 consecutive Trading Day period
The Founder Shares are not covered under the Share Repurchase Arrangement. There is no contractual obligation
for the Company to repay the holders of the Founder Shares. While the Company may pay dividends to Sponsor
Shareholders and not to founder shareholders while they are required to waive their right to dividends, the dividend
rights of the founder shares are the same as those of the Ordinary Shares and the granting of dividends is at the
discretion of the Company. Thus, the Company is not contractually obligated to make any payment. Hence, the
Founder shares are classified as equity instruments per IAS 32.
At initial recognition, the Founder Shares are recognized at fair value less transaction costs (IAS 32.35). No
subsequent changes to initial recognition are recognized (IAS 32.36).
Ordinary Shares
The Company is accounting for the Ordinary Shares in accordance with the guidance contained in IAS 32 Financial
Instruments: Presentation. IAS 32 provides that the Company’s financial instruments shall be classified on initial
recognition in accordance with the substance of the contractual arrangement and the definitions of a financial
liability or an equity instrument.
The Company classifies the Ordinary Shares as financial liabilities due to its redeemable feature. IFRS 9 Financial
Instruments provides that at initial recognition, financial liabilities are measured at fair value.
After initial recognition, financial liabilities that are not derivatives are subsequently measured at amortised cost.
Accordingly, the Company will initially recognise each Ordinary Share as a liability at its fair value and
subsequently measure each Ordinary Share at amortised cost. The Ordinary Shares are also subject to derecognition
when, and only when, the financial liability is extinguished – i.e. when the obligation specified in the contract is
discharged or cancelled or expires.
Public Warrants and the Founder Warrants
The Company is accounting for the Public Warrants and the Founder Warrants in accordance with IAS 32 Financial
Instruments: Presentation. IAS 32 provides that the Company’s financial instruments shall be classified on initial
recognition in accordance with the substance of the contractual arrangement and the definitions of a financial
liability or an equity instrument.
Founder Warrants have substantially the same terms as the Public Warrants, except that they are not admitted to
listing and trading on any trading platform, cannot be redeemed without the holder’s consent, and can be exercised
on a cashless basis by the Sponsors and their Permitted Transferees.
Each whole Public Warrant entitles an eligible holder to subscribe for one Ordinary Share against payment of the
exercise price. There is an additional settlement option under which the Public Warrants can be called by the SPAC
in case the share price reaches a certain level. This redemption includes either a cash redemption or exercising the
Public Warrant on a cashless basis.
As a result of these cashless exercise features, the Company will classify the Public Warrants and the Founder
Warrants as derivative financial liabilities. IFRS 9 Financial Instruments provides that at initial recognition,
financial liabilities are measured at fair value.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 49
NOTES TO THE FINANCIAL STATEMENTS
31 December 2022
After initial recognition, financial liabilities that are derivatives are subsequently measured at fair value. The
Warrants and Founder Warrants are subject to re-measurement at each balance sheet date.
With each such re-measurement, the Public Warrant and Founder Warrant liability will be adjusted to fair value,
with the change in fair value recognised in the Company’s profit or loss in the statement of comprehensive income.
The Warrants and Founder Warrants are also subject to derecognition when, and only when, the financial liability
is extinguished, i.e. when the obligation specified in the contract is discharged or cancelled or expires.
Prepaid expenses
Prepaid expenses relate to amounts paid in advance. They are subsequently measured at amortised cost using the
straight line method.
Trade and other receivables
Trade and other receivables relate to an amount due from tax authority for Value Added Tax. As collection is
expected in one year or less, they are classified as current assets.
Trade and other receivables are recognised initially at their transaction price, the amount of consideration that is
unconditional, unless they contain significant financing components when they are recognised at fair value. They
are subsequently measured at amortised cost using the effective interest method, less loss allowance. The fair value
of the receivable approximates the carrying amount.
Cash and cash equivalents
Cash comprises of current account. Cash equivalents are short-term, highly liquid investments that are readily
convertible to known amounts of cash, have original maturities of three months or less, are subject to an
insignificant risk of changes in value and are held for purpose of meeting short-term cash commitments rather than
for investments or other purposes.
Cash and cash equivalents are carried at nominal value in the statement of financial position.
Share capital, share premium and dividends
Share capital represents the nominal value of the shares issued by the Company. To the extent such shares remain
unpaid as of the end of the reporting period a corresponding receivable is presented in other assets.
Share premium decreases and other capital distributions are recognised as a liability provided they are declared
before the end of the reporting period. Capital distributions declared after the end of the reporting period are not
recognised as a liability but are disclosed in the notes.
Trade and other payables
Trade and other payables represent liabilities for services provided to the Company prior to the end of the financial
period, which are unpaid. Trade and other payables are presented as current liabilities unless payment is not due
within 12 months after the reporting period. They are recognised initially at their fair value. Whereby the best
evidence of the fair value of a financial instrument at initial recognition is normally the transaction price (i.e. the
fair value of the consideration received). Subsequent measurement is at amortised cost using the effective interest
method.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 50
NOTES TO THE FINANCIAL STATEMENTS
31 December 2022
Other expenses
Other expenses are expenditures incurred for the running and administration of the Company. Expenses are
attributed to the reporting period to which they pertain.
Finance income and expenses
Finance expenses include interest on the Company’s cash and cash equivalent balances, negative interest payable
on cash held in the Escrow account (limited to the Negative Interest Cover), fair value changes and amortised cost
adjustments of the redeemable Ordinary Shares.
Foreign currency transaction
Assets and liabilities, denominated in foreign currencies are translated into the functional currency at exchange
rates prevailing on the reporting date. Transactions in foreign currencies are translated into Euro at the exchange
rate at the dates of the transactions.
Foreign exchange gains and losses arising from translation, if any, are included in the statement of comprehensive
income.
Taxation
The Company is subject to corporate income tax and it is considered VAT entrepreneur for the Dutch Tax
Authorities.
Income tax expense comprises current and deferred tax. Income tax expense is recognised in the income statement
except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using the tax rates applicable to the
Company’s activities enacted or substantially enacted at the statement of financial position date, and any
adjustments to tax payable in respect of the previous year.
Deferred taxes are calculated on the latest gain or loss on the instruments recognised at the fair value, by applying
tax rate applicable to the regime of each instrument. Deferred tax assets and liabilities are not discounted.
The Company’s tax jurisdiction is the Netherlands.
Notes to the cash flow statement
The cash flow statement is prepared in accordance with the indirect method, whereby profit or loss is adjusted for
the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts
or payments, and items of income or expense associated with investing or financing cash flows. Non-cash
transactions are not included in the statement of cash flows. The Company has chosen to present interest paid on
cash and cash equivalents as operating cash flows.
The liquidities in the cash flow statements comprise of cash in hand, current balances with banks and call deposits
with maturities of less than 3 months. Cash flows in foreign currencies are translated at estimated average rates.
Related party transactions
All legal entities that can be controlled, jointly controlled or significantly influenced are considered to be a related
party. Also, entities which can control the Company are considered a related party. In addition, statutory directors
and close relatives are regarded as related parties. Significant transactions with related parties are disclosed in note
19 “Related party transactions”.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 51
NOTES TO THE FINANCIAL STATEMENTS
31 December 2022
Operating segments
The activities of the Company are considered to be a single operating segment under IFRS 8. Hence no further
segmental disclosures are included in the financial statements.
4. FINANCIAL RISK MANAGEMENT
The Company is exposed to a variety of financial risks: credit risk, interest rate risk and liquidity risk. The
Company's overall risk management programme focuses on the unpredictability of financial markets and seeks to
minimise potential adverse effects on the Company's financial performance. Details are set out below:
Credit risk
The Company is exposed to credit risk, which is the risk that a counterparty will be unable to pay amounts in full
when they fall due.
Cash will expose the Company to risk of counterparty default. To mitigate the counterparty credit risk of the cash,
the Company has a policy of only entering into contracts with carefully selected major financial institutions
satisfying the rating requirement and which has the necessary regulatory capacity and licences to perform the
services required of it.
Both the current accounts and the escrow accounts are held with J.P. Morgan SE (previously known as J.P. Morgan
AG) which is rated by the independent rating agencies as shown below:
Ratings of J.P. Morgan SE Long term rating
31/12/2022
Long term rating
31/12/2021
Rating description
Moody’s Investor Service Aa3 Aa3 The Aa3 is the fourth
highest rating in
Moody's Long-term
Corporate Obligation
Rating. Obligations
rated Aa3 are judged to
be of high quality and
are subject to very low
credit risk.
Ratings of J.P. Morgan SE Long term rating
31/12/2022
Long term rating
31/12/2021
Rating description
Standard & Poor’s A+ A+ The A+/A1 rating
signifies that the issuer
or carrier has stable
financial backing and
ample cash reserves.
The risk of default for
investors or
policyholders is very
low.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 52
NOTES TO THE FINANCIAL STATEMENTS
31 December 2022
Interest rate risk
The Company is exposed to interest rate risk relating to the negative interest charged on the escrow account. Over
the course of the year ended 31 December 2022, the escrow account was subject to negative interest, initially at
European Central Bank (“ECB") variable rate minus 15 bps and then to positive interest rates. The Sponsor has
committed that up to 50 bps of negative interest incurred per annum (amounting to up to EUR 1,750,000) is borne
by the Sponsor through the Negative Interest Cover. The amount of EUR 1,750,000 has been deposited on the
escrow account on 21 July 2021. However, there can be no assurance that the Negative Interest will not exceed the
amount of the Negative Interest Cover. Neither the Company nor the Sponsor will compensate Ordinary
Shareholders for any Negative Interest in excess of the Negative Interest Cover and, accordingly, the funds held in
the Escrow account will be used to cover any interest in excess of the Negative Interest Cover.
The Company is also exposed to the risk of higher interest rates. In the last three years, the US federal government
had a deficit of $3.1 trillion (2020), $2.8 trillion (2021) and $1.4 trillion (2022). The US deficit for the next three
years is now estimated to be $1.4 trillion to $1.8 trillion per year, and in Europe, fiscal deficits have been and
remain high, even before the enormous subsidies given to consumers to counterbalance higher energy prices. In
addition, we have experienced almost 12 years of quantitative easing (QE), which drove interest rates down –
indeed tens of trillions of dollars of debt, mostly in Europe, sold at negative interest rates. QE is now being reversed
into quantitative tightening (QT) as the Fed, ECB and other central banks grapple with inflation. Among other
risks, potentially higher inflation for longer, the market effects of QT and and in particular higher interest rates are
noteable in this context.
The recent failures of Silicon Valley Bank (SVB) in the United States and Credit Suisse in Europe, and the related
stress in the banking system, underscore that interest rate risks are abundant. The recent rapid rise of interest rates
placed heightened focus on the potential for rapid deterioration of the fair value of Held-To-Maturity and other
portfolios and, in selected cases, the lack of stickiness of certain uninsured deposits. The resulting disruption in the
banking system may have repercussions in the bank lending and debt markets, which may negatively impact the
Company’s chances of successful financing should bank or debt financing be necessary.
Although the Company has not yet proposed any specific prospective target company and associated capital
structure to the Business Combination EGM, the Company monitors capital market conditions closely, will be
mindful of these in its discussions with target companies and seeks to mitigate such risks by exploring and working
with multiple capital structure scenarios in its discussions.
Liquidity risk
Liquidity risk is the risk that the Company will be unable to meet its payment obligations as they become due.
The Company’s liquidity needed to be satisfied prior to the completion of the offering through receipt of EUR
43,750 proceeds from the issuance of Founder Shares and EUR 9,750,000 from the issuance of Founder Warrants.
As at 31 December 2022 the cash available in the current account is EUR 2,125,625 (2021: EUR 3,044,794). The
cash held in the escrow account is EUR 175,947,199 (2021: EUR 176,366,017).
Upon completion of the Business Combination, subject to complying with applicable law and satisfaction of certain
conditions, the Company will repurchase the Ordinary Shares (which, for the avoidance of doubt, shall not include
the Founder Shares) held by Ordinary Shareholders that elect to redeem their Ordinary Shares, irrespective of
whether and how they voted at the Business Combination EGM.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 53
NOTES TO THE FINANCIAL STATEMENTS
31 December 2022
The gross repurchase price of an Ordinary Share under the Redemption Arrangement is equal to a pro rata share of
funds in the Escrow Account (after deduction of the remaining cash portion of the Negative Interest Cover, if any,
but without deduction of the Deferred Commissions) as determined two Trading Days prior to the Business
Combination EGM, which is anticipated to be EUR 10 per Ordinary Share, less the pro rata share of any negative
interest incurred in excess of the Negative Interest Cover.
If no Business Combination is completed by the Business Combination Deadline, the Company intends to, as soon
as reasonably possible, initiate a repurchase procedure, allowing the holders of Ordinary Shares (which, for the
avoidance of doubt, shall not include the Founder Shares) to receive a pro rata share of funds in the Escrow Account
(after deduction of the remaining cash portion of the Negative Interest Cover, if any, but without deduction of the
Deferred Commissions), which is anticipated to be EUR 10.00 per Ordinary Share, less the pro rata share of any
Negative Interest incurred in excess of the Negative Interest Cover.
The Company expects that it will have sufficient funds available for operating its business until the completion of
the Business Combination and as such the Company does not intend to raise additional financing or debt prior to
the completion of the Business Combination.
Capital management
The Company’s objectives when managing capital is to safeguard the Company’s ability to continue as a going
concern and maintain an optimal capital structure to reduce the cost of capital. The Company is not subject to any
externally imposed capital requirements.
The Company manages its capital to ensure the Company will be able to continue as going concern while
maximizing the return to stakeholders through the optimization of the debt and equity balance.
The capital structure of the Company consists of debt and equity of the Company. The Company is not subject to
any externally imposed capital requirements. The Company’s Board reviews the capital structure of the Company.
5. FAIR VALUE MEASUREMENT PRINCIPLES
The Company measures fair values using the following fair value hierarchy that reflects the significance of the
inputs used in making the measurements.
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices)
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs) or an
investment quoted on a pricing service with an insufficient number of quotes to be deemed liquid.
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 in the principal or, in its absence, the most advantageous
market to which the Company has access at that date. The fair value of a liability reflects its non-performance risk.
The determination of what constitutes “observable” requires significant judgment by management. Fair values of
financial assets and liabilities that are traded in active markets are based on quoted market prices or dealer price
quotations. A market is regarded as “active” if transactions for the asset or liability take place with sufficient
frequency and volume to provide pricing information on an on-going basis.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 54
NOTES TO THE FINANCIAL STATEMENTS
31 December 2022
The determination of fair value for financial assets and liabilities for which there is no observable market price
requires the use of valuation techniques. For financial instruments that trade infrequently and have little price
transparency, fair value is less objective, and requires varying degrees of judgment depending on liquidity,
concentration, uncertainty of market factors, pricing assumptions and other risks affecting the specific instrument.
Level three valuations are mainly based on using valuation techniques. Valuation techniques include net present
value techniques, the discounted cash flow method, comparison to similar instruments for which market observable
prices exist, and valuation models.
Fair value estimates are made at a specific point in time, based on market conditions and information about the
financial instruments. These estimates are subjective in nature and involve uncertainties and matters of significant
judgments e.g. interest rate, volatility, credit spreads, probability of defaults, estimated cash flows etc. and
therefore, cannot be determined with precision.
The Company recognises transfers between levels of the fair value hierarchy as at the end of the reporting period
during which the change has occurred. There were no transfers between Level 1, 2 and 3 during the reporting
period.
6. OTHER FINANCIAL ASSETS
31/12/22 31/12/21
EUR
EUR
Escrow account
175,947,199 176,366,017
The escrow account is held with J.P. Morgan SE.
On 21 July 2021, deposit was made to the escrow account which comprises of:
- the gross proceeds from the Offering of EUR 175,000,000 (Ordinary Shares of EUR 175,000 and Ordinary
Shares premium reserve of EUR 174,825,000) and,
- the Negative Interest Cover of EUR 1,750,000
Over the course of the year ended 31 December 2022, the escrow account was subject to negative interest, initially
at European Central Bank (“ECB") variable rate minus 15 bps and then to positive interest rates. Up to 50 bps of
negative interest incurred per annum (up to a total of EUR 1,750,000) will be borne by the Sponsor through the
Negative Interest Cover (which is part of the Costs Cover).
However, there can be no assurance that the Negative Interest will not exceed the amount of the Negative Interest
Cover. Neither the Company nor the Sponsor will compensate Ordinary Shareholders for any Negative Interest in
excess of the Negative Interest Cover and, accordingly, the funds held in the Escrow account will be used to cover
any interest in excess of the Negative Interest Cover.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 55
NOTES TO THE FINANCIAL STATEMENTS
31 December 2022
7. TRADE AND OTHER RECEIVABLES
31/12/22
31/12/21
EUR
EUR
Value Added Tax receivable
249,015 309,469
Trade and other receivables relate to an amount due to be received from the tax authority for Value Added Tax.
8. PREPAID EXPENSES
31/12/22 31/12/21
EUR
EUR
Insurance fees
267,631
267,631
Other prepaid expenses
19,053
32,127
286,684
299,758
Other prepaid expenses comprise of corporate administration fees, escrow agent fees, IT & communications fees.
9. CASH AND CASH EQUIVALENTS
31/12/22 31/12/21
EUR
EUR
Unrestricted cash at bank
2,125,625 3,044,794
The unrestricted cash at bank is held with J.P. Morgan SE (previously known as J.P. Morgan AG) and is at free
disposal of the Company.
10. SHAREHOLDERS’ EQUITY
Share capital
Notes
31/12/2
2
31/12
/21
31/12/2
2
31
/
12
/2
1
Shares
Shares
EUR
EUR
Ordinary shares
Paid
4,355,000 4,375,000 43,550 43,750
Unpaid
- - - -
Total share capital
i 4,355,000 4,375,000 43,550 43,750
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 56
NOTES TO THE FINANCIAL STATEMENTS
31 December 2022
i. Movements and other changes in ordinary shares:
ii. Notes Number
of shares
Opening balance as at 25 February 2021
-
Issuance of ordinary shares
ii 6,250,000
Issuance of ordinary shares
iii 3,750,000
Reduction of nominal value
iv -
Increase of nominal value
v -
Share
cancellation
vii (3,125,000)
Share cancellation
viii, ix, x (60,000)
Issuance of ordinary shares
viii, ix, x 60,000
Share cancellation
xi (2,500,000)
Closing balance as at 31 December 2021
4,375,000
Opening balance as at
1 January 2022
4,375,000
Buyback of
ordinary shares
xii (20,000)
Closing balance as at 31 December 2022
4,355,000
On incorporation date, 25 February 2021, the Company issued 6,250,000 class A Ordinary Shares at a
nominal value of EUR 0.01 each (EUR 62,500). The shares entitle the holder to participate in dividends,
and to share in the proceeds of winding up the company in proportion to the number of and amounts paid
on the shares held. Each share confers the right to case one vote. The class A Ordinary Shares were held
equally by T.J. Daniel and A.B. Hayward. The shares at this date were not paid.
ii. On March 22 March 2021, the class A Ordinary Shares were converted into 6,250,000 class B Ordinary
Shares, with a nominal value of EUR 0.01 each (EUR 62,500). On the same date, the Company issued
3,750,000 class B Ordinary Shares with a nominal value of EUR 0.01 each (EUR 37,500). The shares
entitle the holder to participate in dividends, and to share in the proceeds of winding up the company in
proportion to the number of and amounts paid on the shares held. Each share confers the right to case
one vote. The class B Ordinary Shares were held equally by T.J. Daniel and A.B. Hayward. The shares at
this date were not paid.
iii. On 24 March 2021, the Company reduced the nominal value of all issued class B Ordinary Shares in its
capital from EUR 0.01 each to EUR 0.0025 each, resulting in the issued share capital of EUR 25,000.
The shares were paid in two equal instalments of EUR 12,500 on 16 April 2021 and 19 April 2021.
iv. On 20 April 2021, the Company converted 10,000,000 class B Ordinary Shares, with a nominal value of
EUR 0.0025 each, into 10,000,000 Ordinary Shares, with a nominal value of EUR 0.01 each, resulting in
the issued share capital of EUR 100,000. The shares entitle the holder to participate in dividends, and to
share in the proceeds of winding up the company in proportion to the number of and amounts paid on the
shares held. Each share confers the right to case one vote.
v. On 15 May 2021, 100% of the Ordinary Shares were transferred from T.J. Daniel and A.B. Hayward to
the Energy Transition Sponsor LLP (the Sponsor).
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 57
NOTES TO THE FINANCIAL STATEMENTS
31 December 2022
vi. On 20 May 2021, the Company cancelled 3,125,000 Ordinary Shares without repayment, with the consent
of the Shareholder, as the holder of the cancelled shares, reducing the share capital to 6,875,000 Ordinary
Shares with a nominal value of EUR 0.01 each, resulting in the issued share capital of EUR 68,750. The
amount of EUR 43,750 remaining to be paid on the 6,875,000 Ordinary Shares was paid on 25 May 2021.
vii. On 3 June 2021 the Company appointed L.H. Fischer as independent non-executive director ("INED").
On the same date, the Company cancelled 20,000 Ordinary Shares, with repayment of the nominal value
of the Cancellation Shares, reducing the share capital to 6,855,000 Ordinary Shares with a nominal value
of EUR 0.01 each, resulting in the issued share capital of EUR 68,550. On the same date, the Company
issued 20,000 new Founder Shares with a nominal value of EUR 0.01 each (EUR 200) to Mr Fischer. The
Founder Shares of EUR 200 were paid on 8 June 2021.
viii. On 4 June 2021 the Company appointed C.P.E.M. Forster as independent non-executive director
("INED"). On the same date, the Company cancelled 20,000 Ordinary Shares, with repayment of the
nominal value of the Cancellation Shares, reducing the share capital to 6,835,000 Ordinary Shares with
a nominal value of EUR 0.01 each, resulting in the issued share capital of EUR 68,350. On the same date,
the Company issued 20,000 new Founder Shares with a nominal value of EUR 0.01 each (EUR 200) to
Mr Forster. The Founder Shares of EUR 200 were paid on 10 June 2021.
ix. On 11 June 2021, the Company appointed S.J. Holliday as independent non-executive directors ("INED").
On the same date, the Company cancelled 20,000 Ordinary Shares, with repayment of the nominal value
of the Cancellation Shares, reducing the share capital to 6,815,000 Ordinary Shares with a nominal value
of EUR 0.01 each, resulting in the issued share capital of EUR 68,150.
x. On 29 June 2021, the Company cancelled 2,500,000 Ordinary Shares with repayment prior to the
Settlement Date, with the consent of the Shareholder, as the holder of the cancelled shares, reducing the
share capital to 4,375,000 Ordinary Shares with a nominal value of EUR 0.01 each, resulting in the issued
share capital of EUR 43,750. As of that date an amount of EUR 25,600 is payable to Transition Operating
Partners LLP in relation to the cancelled shares (i.e. EUR 600 in relation to the cancellation of the shares
for the INEDs’ subscription of 60,000 shares and EUR 25,000 for the cancellation of the 2,500,000
Ordinary Shares). On the same date, the Company issued:
a. 1 Founder Share F1 with a nominal value of EUR 200,000 to the Sponsor for no consideration.
b. 5,334,000 Founder Warrants at a price of EUR 1.5 each (EUR 8,001,000)
xi. On 6 April 2022, it was announced that Carl-Peter Forster would step down from the board of the
Company effective 30 April 2022, following his appointment as Chairman of Vesuvius PLC. Mr Forster
served as a non-executive director from the 29 June 2021 until 30 April 2022. In connection with Mr
Forster’s resignation from the Board, Mr Forster and the Company have entered into an agreement for
the acquisition by the Company of all of the 20,000 Ordinary Shares in the Company’s capital held by Mr
Forster, against an aggregate purchase price of EUR 200. The EUR 200 was paid to
Mr Forster by the
Company on 29 April 2022.
Under Dutch law, the Company is not required to have, and does not have, an authorised share capital
(maatschappelijk kapitaal), because it is a private company with limited liability.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 58
NOTES TO THE FINANCIAL STATEMENTS
31 December 2022
11. REDEEMABLE ORDINARY SHARES AND WARRANTS
Redeemable Ordinary Shares
EUR Units EUR
Proceeds from issuance of units
172
,103,276
Deducted issuance costs
**
*
2,896,724
Gross proceeds from issued Units 17,500,000 175,000,000
Ordinary Share
s
175,000
Ordinary S
hare
P
remium
Reserve
174,825,000
Less: initial recognition of
Public
Warrants
5,833,333
(
7,000,000
)
Less:
u
nderwriter fees
(
2,758,784
)
Less: other transaction costs related to issuance of
Ordinary Shares
(566,354)
Carrying amount as at 21 July 2021 (Offering)
164,674,862
Other changes
-
Effective interest
on
r
edeemable
o
rdinary
s
hares
2,
251,336
-Pro-rata share of negative interest in excess of
Negative Interest Cover
(115,651)
Carrying amount as at 31 December 2021
166,810,547
-
Effective interest on redeemable ordinary shares
5,
269,244
Carrying amount as at 31 December 2022
172,079,79
1
***including EUR 137,940 issuance costs which has been expensed.
The Ordinary Shares are classified as a financial liability and therefore must be measured at fair value less directly
attributable transaction costs at initial recognition and will then subsequently be accounted for at amortised cost.
The Warrants are classified as a derivative financial liability and therefore measured at fair value both at initial
recognition and subsequently, with the change in fair value being recognised in profit or loss.
In the Offering, institutional investors subscribed on an arm’s length basis for the unit, where each unit comprised
of one Ordinary Share and one third of a Warrant, at EUR 10 per each. The Company considers this to be the
combined fair value of one Ordinary Share and one third of Public Warrant at initial recognition. To allocate the
initial EUR 10 fair value of one unit between the Ordinary Shares and Public Warrants a binomial option pricing
model valuation was used, applying a volatility of 40%, as there were no comparable quoted financial instruments
to the Ordinary Shares and Public Warrants. When adjusting for the probability of a successful Business
Combination of 50%, this valuation implied initial fair values of EUR 9.60 for an Ordinary Share and EUR 1.20
for a Public Warrant (EUR 0.40 for a third of a Public Warrant).
The two unobservable inputs to this valuation are as follows:
Volatility (implied in the redemption table in the Prospectus) 40%
Success probability of Business Combination 50%
The sensitivity of the valuation to changes in these inputs were at issuance date:
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 59
NOTES TO THE FINANCIAL STATEMENTS
31 December 2022
Input Sensitivity Ordinary Share value Public Warrant value
% EUR % EUR %
Volatility estimate +/-10% -€0.07/+€0.09 -1%/+1% +€0.22/-€0.27 +18%/-22%
Success probability +/-10% -€0.07/+€0.07 -1%/+1% +€0.22/-€0.22 +18%/-18%
As the lowest level significant input in this valuation is unobservable, this is a Level 3 valuation.
The calculation of the effective interest rate on the Ordinary Shares incorporates the proportion of the direct issue
costs attributable to the Ordinary Shares. The proportion of these costs attributable to Public Warrants has been
recognised in administrative expenses and finance expenses.
The fair value of redeemable Ordinary Shares was EUR 172.4 million based on the closest trading price as at 31
December 2022 (2021: EUR 170.6 million).
Founder Warrants and Public Warrants
On 21 July 2021, the Company issued 6,500,000 Founder Warrants at a price of EUR 1.50 each (EUR 9,750,000)
to the Sponsor.
On 20 July 2021 the amount of EUR 8,751,000 was received from the Sponsor. The remainder in the amount of
EUR 999,000 was settled against the obligation of the Company to pay the receivable of the Sponsor against the
Company under the previously extended outstanding loan of EUR 999,000 made by the Sponsor to the Company.
On 21 July 2021, the Company issued 70,000,000 Ordinary Shares with a nominal value of EUR 0.01 each (EUR
700,000) and 23,333,332 Treasury Warrants with a nominal value of EUR 1.50 (EUR 34,999,998) to the Sponsor.
On the same date, the Company repurchased 70,000,000 Ordinary Shares with a nominal value of EUR 0.01 each
and 23,333,332 Treasury Warrants with a nominal value of EUR 1.50 from the Sponsor. These Ordinary Shares
and Treasury Warrants are held by the Company.
On 14 July 2021 the Company, the Sponsor and each five Cornerstone Investors (each a “Cornerstone Investor”
and, together, the “Cornerstone Investors”) entered into the Cornerstone Investment Agreement. Each Cornerstone
Investor irrevocably subscribed for in aggregate 1,748,250 Units in the Offering at the Offer Price for an aggregate
subscription price of EUR 17,482,500. Each Cornerstone Investor purchased from the Sponsor, and the Sponsor,
on the Settlement Date or as soon as reasonably possible thereafter, transfered to each Cornerstone Investor up to
131,250 of its Founder Shares at a purchase price of EUR 0.01 per Founder Share and 195,000 Founder Warrants
of its Founder Warrants at a purchase price of EUR 1.50 per Founder Warrant.
On 21 July 2021 the Company successfully completed its Offering, having raised EUR 175,000.000 in its Offering
of 17,500.000 units at EUR 10 per unit.
Each Unit comprises of:
- One Ordinary Share in the share capital of the Company with a nominal value of EUR 0.01 per share,
- One-third (1/3) of a redeemable warrant that shall be allotted concurrently with, and for, each corresponding
Ordinary Share issued on the Settlement Date (totaling 5,833,333 redeemable Warrants).
On 21 July 2021, deposit was made to the escrow account which comprises of:
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 60
NOTES TO THE FINANCIAL STATEMENTS
31 December 2022
- the gross proceeds from the Offering of EUR 175,000,000 (Ordinary Shares of EUR 175,000 and Ordinary
Shares premium reserve of EUR 174,825,000) and,
- the Negative Interest Cover of EUR 1,750,000
As at the reporting date of these financial statements, all shares were issued and fully paid. The Sponsor owns in
aggregate 3,658,750 Founder Shares, the Founder Share F1 and 5,525,000 Founder Warrants.
Each of the Company’s two independent Non-Executive Directors own 20,000 Founder Shares. Each Cornerstone
Investor own 1,748,250 Units, 131,250 Founder Shares and 195,000 Founder Warrants. The Company owns
70,000,000 Treasury Shares and 23,333,332 Treasury Warrants.
The Founder Warrants were initially recorded at the transaction price of EUR 1.50 which is deemed to be the fair
value.
Since the Founder Warrants are not publicly traded and there are no comparable quoted financial instruments,
alternative valuation techniques were used to determine their fair value at inception and at year end. Using a
binomial option pricing model whilst applying a volatility of 40% (2021: 40%) and adjusting for a 50% (2021:
50%) probability of a successful Business Combination, at 31 December 2022 the fair value of the Founder
Warrants was estimated to be EUR 1.80 (given the most recent transaction price of an Ordinary Share of EUR 9.85
as of 4 January 2023) (2021: EUR 1.55 (given the most recent transaction price of an Ordinary Share of EUR 9.75
as of 4 January 2022)).
As the lowest level significant input in this valuation is unobservable (i.e. the volatility and success probability),
this is a Level 3 valuation. The sensitivity of the valuation to changes in the two unobservable inputs are:
Input Sensitivity Founder Warrant value
31 December 2021 % EUR %
Volatility estimate (40%) +/-10% +€0.45/-€0.47 +29%/-30%
Success probability (50%) +/-10% +€0.31/-€0.31 +20%/-20%
Input Sensitivity Founder Warrant value
31 December 2022 % EUR %
Volatility estimate (40%) +/-10% +€0.46/-€0.43 +26%/-24%
Success probability (50%) +/-10% +€0.36/-€0.36 +20%/-20%
The Public Warrants were initially recorded at a fair value determined by using a binomial option pricing model
whilst applying a volatility of 40% and adjusting for a 50% probability of a successful Business Combination. At
inception the fair value of the Public Warrants was estimated to be EUR 1.20.
Although the Public Warrants are traded in a public market, there was very limited trading activity around the
balance sheet date, therefore Management had determined the fair value of the Public Warrants using a similar
binomial option pricing model with consistent assumptions as the Founder Warrants. The fair value of the Public
Warrants at 31 December 2022 was estimated to be EUR 1.39 (2021: EUR 1.26).
As the lowest level significant input in this valuation is unobservable (i.e. the volatility and success probability),
this is a Level 3 valuation. The sensitivity of the valuation to changes in the two unobservable inputs are:
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 61
NOTES TO THE FINANCIAL STATEMENTS
31 December 2022
Input Sensitivity Public Warrant value
31 December 2021 % EUR %
Volatility estimate (40%) +/-10% +€0.25/-€0.31 +20%/-25%
Success probability (50%) +/-10% +€0.25/-€0.26 +20%/-21%
Input Sensitivity Public Warrant value
31 December 2022 % EUR %
Volatility estimate (40%) +/-10% +€0.33/-€0.22 +24%/-16%
Success probability (50%) +/-10% +€0.28/-€0.26 +20%/-19%
The same binomial option pricing model is used to determine the fair value of both, the Founder Warrants and the
Public Warrants, as at 31 December 2022 and the fair values are disclosed in the table below:
Number Initial value Fair value at
31/12/21
Total value as
per 31/12/21
EUR
EUR
EUR
Founder Warrants
6,500,000
1.5
1.55
10,075,000
Sponsor
5,525,000
Cornerstone investors
975,000
Public Warrants
5,833,333
1.2
1.26
7,350,000
Number Fair value at
31/12/21
Fair value at
31/12/2
2
Total value as
per 31/12/2
2
EUR
EUR
EUR
Founder Warrants
6,500,000
1.55
1.80
11,700,000
Sponsor
5,525,000
Cornerstone investors
975,000
Public Warrants
5,833,333
1.26
1.39
8,108,333
12. TRADE AND OTHER PAYABLES
31/12/22 31/12/21
EUR
EUR
Trade and other payables
870,569 680,637
Trade and other payables represent liabilities for services provided to the Company prior to the end of the financial
period, which are unpaid or are not yet invoiced.
The carrying amounts of trade and other payables are considered to be the same as their fair values, due to their
short-term nature.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 62
NOTES TO THE FINANCIAL STATEMENTS
31 December 2022
13. FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES
The table below analyses financial instruments carried at fair value, by valuation method. The different levels have
been defined as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices)
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs) or
an investment quoted on a pricing service with an insufficient number of quotes to be deemed liquid.
The following table presents the changes in Level 3 fair value items for the period ended 31 December 2022:
Public
W
arrants
Founder
Warrants
Total
EUR
EUR
EUR
Opening balance as at 25 February 2021
-
-
-
-
Issuance of instruments
7,000,000
9,750,000
16,750,000
-(Gains)/losses recognised in statement of profit or
loss
350,000 325,000 675,000
Closing balance as at 31 December 2021
7,350,000 10,075,000 17,425,000
Public
Warrants
Founder
Warrants
Total
EUR
EUR
EUR
Opening balance as at 1 January 2022
7,350,000
10,075,000
17,425,000
-(Gains)/losses recognised in statement of profit or
loss
758,333 1,625,000 2,383,333
Closing balance as at 31 December 202
2
8,108,333
11,700,000
19,808,333
All losses in the table above are unrealized and relate to the Public Warrants and Founder Warrants held at the
balance sheet date. Gain/losses are recorded in the line item “Fair value adjustment of warrants” in the statement
of profit or loss and other comprehensive income.
14. NUMBER OF EMPLOYEES
Apart from directors, the Company has no employees and currently has no intention to hire any employees prior to
a Business Combination.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 63
NOTES TO THE FINANCIAL STATEMENTS
31 December 2022
15. OTHER EXPENSES
Other expenses are comprised as follows:
01/01/22-
31/12/2
2
25/02/21-
31/12/21
EUR
EUR
Legal fees
389,607
505,615
Underwriters’ fees
-
137,939
Consultancy fees
88,977
179,927
Escrow agent fees
38,425
23,151
Listing fees
24,230
262,768
Managing directors’ fees
11
8,151
119,880
Audit fees
188,087
137,389
Insurance fees
500,950
233,319
Other expenses
203,729
211,220
1,552,156 1,811,208
Other expenses comprise of corporate administration and accounting fees, AFM fees, IT & communications fees
and office space costs.
Auditor fees
The audit fee mentioned solely comprises the fee of the external auditor KPMG Accountants N.V. for the audit of
the financial statements. Other audit procedures relate to work required for the Prospectus. The external auditor has
not charged any fees relating to other assurance related services, tax, or any other consulting services.
The Company incurred the following audit expenses as shown in the table below. Note that part of these expenses
are included in the Offering transaction costs.
KPMG
Accountants
N.V.
Other network Total network
31 December 2021
EUR
EUR
EUR
Audit of the financial
statements
130,000
-
130,000
Other audit procedures
155,160
-
155,160
Tax services
-
-
-
Other non
-
audit services
-
-
-
Total 285,160 - 285,160
31 December 2022
EUR
EUR
EUR
Audit of the financial statements
188,087
-
188,087
Other audit
procedures
-
-
-
Tax services
-
-
-
Other non
-
audit services
-
-
-
Total 188,087 - 188,087
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 64
NOTES TO THE FINANCIAL STATEMENTS
31 December 2022
16. FINANCE COSTS
Finance costs are comprised as follows:
01/01/22-
31/12/22
25/02/21-
31/12/21
EUR
EUR
Effective Interest on redeemable ordinary shares
5,
269,244
2,251,336
Fair value changes financial derivative liabilities
2,383,33
3
675,000
Negative interest on Escrow Account attributable to Negative Interest Cover
287,342
399,808
7,939,919 3,326,144
17. TAXES
The Company is subject to corporate income tax.
The Company’s tax jurisdiction is the Netherlands. The tax rate used for the 2022 reconciliations above is the
corporate tax rate of 15% (2021: 15%) until EUR 395,000 (2021: EUR 245,000) and 25.8% (2021: 25%) above
that amount. These are the tax rates payable in the Netherlands on taxable profits under Dutch Law.
Reconciliation of the effective tax rate:
31/12/22 31/12/21
%
EUR
%
EUR
Loss before income tax
(
9,492,075
)
(5,137,352)
Tax calculation based on applicable Dutch tax rate
25
.8
%
(
2,448,955
)
25
%
(1,284,338)
Tax effect of:
Recognition of unrecognized deductible
temporary differences
- (653,033)
Non
-
deductible expenses
1,516,869
553,332
Unused tax losses for which no deferred tax asset has
been recognized
932,087 1,384,039
Total income tax expense - -
As the Company has not made taxable profits no income tax has been recognized in the profit or loss. As it is
uncertain if current tax losses can be utilized against future tax profits, the company did not recognise a deferred
tax assets for its tax losses. Unused tax losses of the Company can be used without a time limit. The Company’s
available tax losses amount to EUR 7,491,303 as per 31 December 2022 (2021: EUR 5,536,154).
Movement in deferred tax balance:
01/01/2022 Recognised in
profit or loss
31/12/2022
EUR
EUR
EUR
Redeemable Ordinary Shares
673,930
(427,65
9
)
246,271
Tax losses carried forward
(
673,930
)
427,659
(
246,271
)
Net tax assets (liabilities) - - -
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 65
NOTES TO THE FINANCIAL STATEMENTS
31 December 2022
18. EARNINGS PER SHARE
Basic earnings per share
The calculation of basic EPS has been based on the following profit attributable to ordinary shareholders and
weighted-average number of ordinary shares outstanding.
31/12/22 31/12/21
Loss
attributable to the ordinary shareholders
EUR
(9,492,075)
(5,137,352)
Weighted average number of ordinary shares for basic and diluted
EPS
Units 4,361,521 5,919,355
Basic and diluted EPS
EUR
(2.18)
(0.87)
Diluted earnings per share are the same as the basic earnings per share at 31 December 2022. As the Company is
loss making, the diluted earnings per share are considered to be equal to the basic earnings per share, as the impact
of incremental shares on earning per share is anti-dilutive.
19. RELATED PARTY TRANSACTIONS
All legal entities that can be controlled, jointly controlled or significantly influenced are considered to be a related
party. Also, entities which can control the Company are considered a related party. In addition, statutory directors
and close relatives are regarded as related parties.
Other than the issuance of the Founder Shares and Founder Warrants to the Sponsor and the Non-Executive
Directors, and the remuneration between the Company and the Directors, there have been no related party
transactions.
Directors’ shareholding
Number of
shares,
beginning
of period
Issued Transferred
to Non-
Executive
directors
Transferred
to
Cornerstone
investors
Number of
shares, end
of period
31 December 2021
Sponsor Shares
Energy Transition Sponsor LLP
-
4,375,000
(60,000)
(656,250)
3,658,750
Non-Executive directors’ shares
Carl Peter Edmund Moritz Forster
-
-
20,000
-
20,000
Leonhard Heinrich Fischer
-
-
20,000
-
20,000
Steve Holliday
-
-
20,000
-
20,000
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 66
NOTES TO THE FINANCIAL STATEMENTS
31 December 2022
Number of
shares,
beginning
of period
Issued Transferred
to Non-
Executive
directors
Transferred
to
Cornerstone
investors
Number of
shares, end
of period
31 December 2022
Energy Transition Sponsor LLP
3,658,750
3,658,750
Non-Executive directors’ shares
Steve Holliday
20,000
-
-
-
20,000
Leonhard Heinrich Fischer
20,000
-
-
-
20,000
Carl Peter Edmund Moritz Forster
***
*
20,000 - (20,000) - -
**** On 6 April 2022, it was announced that Carl-Peter Forster would step down from the board of the Company
effective 30 April 2022, following his appointment as Chairman of Vesuvius PLC. Mr Forster served as a non-
executive director from the 29 June 2021 until 30 April 2022. In connection with Mr Forster’s resignation from
the Board, Mr Forster and the Company have entered into an agreement for the acquisition by the Company of all
of the 20,000 Ordinary Shares in the Company’s capital held by Mr Forster, against an aggregate purchase price
of EUR 200. The EUR 200 was paid to Mr Forster by the Company on 29 April 2022.
Sponsor Warrants
Number of
shares,
beginning
of period
Issued Transferred
to Non-
Executive
directors
Transferred
to
Cornerstone
investors
Number of
shares, end
of period
31 December 2021
Sponsor Warrants
Energy Transition Sponsor LLP
-
6,500,000
-
(975,000)
5,525,000
Number of
shares,
beginning
of period
Issued Transferred
to Non-
Executive
directors
Transferred
to
Cornerstone
investors
Number of
shares, end
of period
31 December 2022
Sponsor Warrants
Energy Transition Sponsor LLP
5,525,000
-
-
-
5,525,000
Remuneration of managing directors
The board structure consists of two Executive Directors and three Non-Executive Directors.
Each Executive Director serves for a remuneration of EUR 50,000 gross per annum (2021: EUR 50,000). Each
Non-Executive Directors serves for a remuneration of EUR 25,000 gross per annum (2021: EUR 25,000).
These remunerations have been recorded under other expenses. The total amount payable for the year ended 31
December 2022 is EUR 236,781 (2021: EUR 118,630).
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 67
NOTES TO THE FINANCIAL STATEMENTS
31 December 2022
Amounts payable to Sponsor
The Company engages the Sponsor to provide office space, utilities, secretarial support, administrative services,
assistance in evaluating suitable Targets, including presenting its findings to the Company, and any other services
as agreed between the Company and the Sponsor. The Sponsor will charge the Company an amount of EUR 10,000
per month (excl. VAT) commencing on the Settlement Date and continuing monthly until the earlier of the date of
(i) completion of the Business Combination and (ii) Liquidation.
These remunerations have been recorded under other expenses. The total amount payable for the year ended 31
December 2022 is EUR 173,226 (2021: EUR 53,226) excluding EUR 25,700 (2021: EUR 25,600) which is payable
to the Sponsor for share cancellations which took place during the 2021 financial period.
20. CONTINGENCIES
The Company is focusing on the selection of a potential target partnership (a “Business Combination”) with a
business or company operating in the energy transition sector. The successful Business Combination may give rise
to expenses of up to approximately EUR 6,371,587 (2021: EUR 6,371,587 (including VAT)). These expenses are
payable upon a successful Business Combination. Majority of these expenses relate to the costs payable to the
underwriters, estimated to be up to EUR 5.8 million (2021: EUR 5.8 million) deferred commission and
discretionary deferred commission. These expenses will be payable by the post Business Combination entity and
born by all post Business Combination shareholders.
21. SUBSEQUENT EVENTS
The Company is not aware of any other subsequent events that need to be disclosed.
22. APPROVAL OF THE FINANCIAL STATEMENTS
The financial statements were authorised for issue by the Board of Directors on 14 April 2023.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 68
NOTES TO THE FINANCIAL STATEMENTS
31 December 2022
Amsterdam, 14 April 2023
L.H. Fischer S. Holliday
Non-Executive Director Non-Executive Director
A.B. Hayward T.J. Daniel
Executive Director Executive Director
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | 69
OTHER INFORMATION
31 December 2022
STATUTORY PROVISION REGARDING APPROPRIATION OF RESULT
In accordance with Article 31 of the articles of association, profit shall be at the disposal of the annual general
meeting of shareholders. Profit distribution can only be made to the extent that shareholder's equity exceeds the
issued and paid up share capital and legal reserves. The Founder Share F1 shall not share in any profits nor in the
reserves of the Company. The Board may resolve to make (interim) distributions out of the Company profits or any
of the Company’s reserves, including the Ordinary Shares Premium Reserve. Any decision to distribute profits,
requires the approval of the Board of Directors. Such approval can only be refused, if the Board of Directors knows
or can be reasonably expected to know that the Company will no longer be in a position to meet its financial
obligations after such distribution.
INDEPENDENT AUDITOR’S REPORT
The independent auditor's report is included on the following pages.
23W00187313AVN
KPMG Accountants N.V., a Dutch limited liability company registered with the trade register in the Netherlands under number 33263683, is a member firm of the global organization of
independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.
Independent auditor's report
To: the General Meeting of Shareholders and the Board of Directors of Energy Transition
Partners B.V.
Report on the audit of the financial statements 2022 included in the annual report
Our opinion
In our opinion the accompanying financial statements give a true and fair view of the financial
position of Energy Transition Partners B.V. as at 31 December 2022 and of its result and its cash
flows for the year then ended, in accordance with International Financial Reporting Standards as
adopted by the European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code.
What we have audited
We have audited the financial statements 2022 of Energy Transition Partners B.V. (the
Company) based in Amsterdam.
The financial statements comprise:
1 the statement of financial position as at 31 December 2022;
2 the following statements for the year ending 31 December 2022: the income statement, the
statements of comprehensive income, changes in equity and cash flows; and
3 the notes comprising a summary of the significant accounting policies and other explanatory
information.
Basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch Standards on
Auditing. Our responsibilities under those standards are further described in the ‘Our
responsibilities for the audit of the financial statements’ section of our report.
We are independent of Energy Transition Partners B.V. in accordance with the ‘Verordening
inzake de onafhankelijkheid van accountants bij assurance-opdrachten’ (ViO, Code of Ethics for
Professional Accountants, a regulation with respect to independence) and other relevant
independence regulations in the Netherlands. Furthermore, we have complied with the
‘Verordening gedrags- en beroepsregels accountants’ (VGBA, Dutch Code of Ethics).
We designed our audit procedures in the context of our audit of the financial statements as a
whole and in forming our opinion thereon. The information in respect of going concern, fraud and
2
23W00187313AVN
non-compliance with laws and regulations, and the key audit matters were addressed in this
context, and we do not provide a separate opinion or conclusion on these matters.
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Material uncertainty related to going concern
We draw attention to the 'Going concern' section in the notes to the financial statements, which
indicates that if the Company does not complete a business combination within 24 months after
the settlement of the initial public offering, being 21 July 2023 plus an additional six months
subject to approval by the General Meeting, the company must be dissolved and the ordinary
shares and public warrants will be delisted. These conditions indicate the existence of a material
uncertainty that may cast significant doubt on the company’s ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
In order to determine that there is no situation of inevitable discontinuity and conclude on the
adequacy of the going concern related disclosure, we have performed, inter alia, the following
procedures:
— we compared the management board’s considerations on going concern risks with our own
views;
— we compared the management board’s analysis with our evaluation of any reasonably
possible scenarios arising from the uncertainties related to the uncertainty of successfully
completing a business combination within 24 months after the initial public offering plus an
additional six months subject to approval by the General Meeting, to determine that these will
not result in a situation of inevitable discontinuity;
— we tested the disclosure on page 41 of the financial statements against the findings of our
procedures on the management board’s going concern assessment and the reporting
framework requirements;
We find that the management board’s assumptions and the abovementioned disclosure are
acceptable.
3
23W00187313AVN
Information in support of our opinion
Summary
Materiality
— Materiality of EUR 0.9 million
— 0.5% of total assets
Fraud/Noclar and Going concern
— Fraud & non-compliance with laws and regulations (Noclar) related risks: presumed risk of
management override of controls identified
— Going concern related risks: material uncertainty
Key audit matters
— Material uncertainty related to going concern
— Valuation of warrants
Opinion
Unqualified
Materiality
Based on our professional judgement we determined the materiality for the financial statements
as a whole at EUR 0.9 million (2021: EUR 0.9 million). The materiality is determined with
reference to total assets (0.5%). We consider total assets as the most appropriate benchmark
because of the activities and the finance structure of the Company. We have also taken into
account misstatements and/or possible misstatements that in our opinion are material for the
users of the financial statements for qualitative reasons.
We agreed with the Board of Directors that misstatements identified during our audit in excess of
EUR 45,000 would be reported to them, as well as smaller misstatements that in our view must
be reported on qualitative grounds.
Audit response to the risk of fraud and non-compliance with laws and regulations
In the chapter Risk Management of the Directors’ report, the Board of Directors describes its
procedures in respect of the risk assessment, the risk appetite, the likelihood and potential
impact thereof.
As part of our audit, we have gained insights into the Company and its business environment,
and assessed the design and implementation of the Company’s risk management in relation to
4
23W00187313AVN
fraud and non-compliance. Our procedures included, among other things, assessing the
Company’s code of conduct, whistleblowing procedures and its procedures to investigate
indications of possible fraud and non-compliance. Furthermore, we performed relevant inquiries
with the Board of Directors. As part of our audit procedures, we:
— assessed other positions held by management board members and/or other employees and
paid special attention to procedures and governance/compliance in view of possible conflicts
of interest;
— evaluated correspondence with supervisory authorities and regulators as well as legal
confirmation letters.
In addition, we performed procedures to obtain an understanding of the legal and regulatory
frameworks that are applicable to the Company.
We evaluated the fraud and non-compliance risk factors to consider whether those factors
indicate a risk of material misstatement in the financial statements.
Further, we assessed the presumed fraud risk on revenue recognition as irrelevant, because of
the current activities of the Company due to which no revenues are recognised.
Based on the above and on the auditing standards, we identified the following fraud risk that is
relevant to our audit and responded as follows:
• Management override of controls (a presumed risk)
Risk:
- Management is in a unique position to manipulate accounting records and prepare fraudulent
financial statements by overriding controls that otherwise appear to be operating effectively
such as: estimates related to valuation of financial instruments.
Responses:
- We evaluated the design and the implementation of internal controls that mitigate fraud and
non-compliance risks, such as processes related to journal entries and estimates, focusing
on the estimate regarding the valuation of the warrants.
- We performed a data analysis of high-risk journal entries related to movements on the
Escrow Account and significant movements on the company’s operating bank account, and
evaluated key estimates and judgments for bias by the Company’s management with respect
to the valuation of financial instruments. Where we identified instances of unexpected journal
entries or other risks through our data analytics, we performed additional audit procedures to
address each identified risk, including testing of transactions back to source information.
Our evaluation of procedures performed related to fraud and non-compliance with laws and
regulations did not result in a key audit matter.
We communicated our risk assessment, audit responses and results to the Board of Directors.
5
23W00187313AVN
Our audit procedures did not reveal indications and/or reasonable suspicion of fraud and non-
compliance that are considered material for our audit.
Our key audit matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial statements. We have communicated the key audit
matters to the Board of Directors. The key audit matters are not a comprehensive reflection of all
matters discussed.
Compared to last year the key audit matter with respect to the classification of financial
instruments is not included, as this specifically relates to the initial accounting assessment that
occurred in 2021. Furthermore, compared to last year the key audit matter with respect to the
valuation of warrants has been added.
In addition to the matter described in the ‘Material uncertainty related to going concern’ section
we identified the following key audit matter.
Valuation of Warrants
Description
As included in note 2 and 11 of the financial statements, there are no active liquid prices for
instruments comparable to the Founder and Public Warrants (‘the Warrants’). A Level 3
binomial option pricing model valuation, adjusted for the probability of a successful business
combination, is therefore used to estimate their fair values.
There are two unobservable inputs to this valuation, both of which, applying reasonable
ranges, can have a significant impact on the valuation:
— The probability of successfully completing a business combination; and
— The volatility of the associated underlying instrument.
Management involved a valuation expert in the determination of the fair values of the
Warrants. Based on a reasonable range of outcomes due to the unobservable inputs the
valuation of the Warrants is considered a key audit matter in our audit.
Our response
We have obtained an understanding of the process to determine the valuation, including the
involvement of the management expert.
With the support of our valuation specialists, we assessed the adequacy of the model used
and the application thereof. We performed an overall assessment of the valuation considering
all data and assumptions used. We challenged management on the assumption regarding the
probability of a business combination. We tested the data used in the valuation by reconciling
to publicly available data and contracts.
Finally, we evaluated the completeness and accuracy of the disclosures relating to the
valuation of the instruments and the unobservable inputs used, as disclosed in note 11.
6
23W00187313AVN
‘Redeemable Ordinary Shares and Warrants’ in the notes to the financial statements, to
evaluate compliance with disclosure requirements included in EU-IFRS. In particular we
evaluated that these disclosures adequately convey the degree of estimation uncertainty and
the range of possible outcomes under the different economic scenarios.
Our observations
Based on our procedures performed we consider the valuation of the Warrants to be
reasonable and in compliance with EU-IFRS. We determined that the disclosures relating to
the valuation and the unobservable inputs are adequate.
Report on the other information included in the annual report
In addition to the financial statements and our auditor’s report thereon, the annual report
contains other information.
Based on the following procedures performed, we conclude that the other information:
— is consistent with the financial statements and does not contain material misstatements; and
— contains the information as required by Part 9 of Book 2 of the Dutch Civil Code for the
management report and other information.
We have read the other information. Based on our knowledge and understanding obtained
through our audit of the financial statements or otherwise, we have considered whether the other
information contains material misstatements.
By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the
Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is less
than the scope of those performed in our audit of the financial statements.
The Board of Directors is responsible for the preparation of the other information, including the
information as required by Part 9 of Book 2 of the Dutch Civil Code.
Report on other legal and regulatory requirements and ESEF
Engagement
We were engaged by the General Meeting of Shareholders as auditor of Energy Transition
Partners B.V. on 29 June 2021, as of the audit for the year 2021 and have operated as statutory
auditor ever since that financial year.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the
EU Regulation on specific requirements regarding statutory audits of public-interest entities.
7
23W00187313AVN
European Single Electronic Format (ESEF)
Energy Transition Partners B.V. has prepared its annual report in ESEF. The requirements for
this are set out in the Delegated Regulation (EU) 2019/815 with regard to regulatory technical
standards on the specification of a single electronic reporting format (hereinafter: the RTS on
ESEF).
In our opinion the annual report prepared in XHTML format, including the financial statements of
Energy Transition Partners B.V., has been prepared in all material respects in accordance with
the RTS on ESEF.
The Board of Directors is responsible for preparing the annual financial report, including the
financial statements, in accordance with the RTS on ESEF.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual financial
report is in accordance with the RTS on ESEF. We performed our examination in accordance
with Dutch law, including Dutch Standard 3950N ’Assurance-opdrachten inzake het voldoen aan
de criteria voor het opstellen van een digitaal verantwoordingsdocument’ (assurance
engagements relating to compliance with criteria for digital reporting). Our examination included
amongst others:
— Obtaining an understanding of the entity's financial reporting process, including the
preparation of the annual financial report in XHTML- format;
— Identifying and assessing the risks that the annual report does not comply in all material
respects with the RTS on ESEF and designing and performing further assurance procedures
responsive to those risks to provide a basis for our opinion, including examining whether the
annual financial report in XHTML-format is in accordance with the RTS on ESEF.
Description of responsibilities regarding the financial statements
Responsibilities of the Board of Directors for the financial statements
The Board of Directors is responsible for the preparation and fair presentation of the financial
statements in accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code.
Furthermore, the Board of Directors is responsible for such internal control as management
determine is necessary to enable the preparation of the financial statements that are free from
material misstatement, whether due to fraud or error. In that respect the Board of Directors, is
responsible for the prevention and detection of fraud and non-compliance with laws and
regulations, including determining measures to resolve the consequences of it and to prevent
recurrence.
As part of the preparation of the financial statements, the Board of Directors is responsible for
assessing the Company’s ability to continue as a going concern. Based on the financial reporting
frameworks mentioned, the Board of Directors should prepare the financial statements using the
going concern basis of accounting unless the Board of Directors either intends to liquidate the
Company or to cease operations, or has no realistic alternative but to do so. The Board of
8
23W00187313AVN
Directors should disclose events and circumstances that may cast significant doubt on the
company’s ability to continue as a going concern in the financial statements.
Our responsibilities for the audit of the financial statements
Our objective is to plan and perform the audit engagement in a manner that allows us to obtain
sufficient and appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which means we
may not detect all material errors and fraud during our audit.
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 financial statements. The materiality affects the nature, timing and
extent of our audit procedures and the evaluation of the effect of identified misstatements on our
opinion.
A further description of our responsibilities for the audit of the financial statements is included in
the appendix of this auditor's report. This description forms part of our auditor’s report.
Amstelveen, 14 April 2023
KPMG Accountants N.V.
E.J. Oomen RA
Appendix:
Description of our responsibilities for the audit of the financial statements
9
23W00187313AVN
Appendix
Description of our responsibilities for the audit of the financial statements
We have exercised professional judgement and have maintained professional scepticism
throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and
independence requirements. Our audit included among others:
• identifying and assessing the risks of material misstatement of the financial statements,
whether due to fraud or error, designing and performing audit procedures responsive to those
risks, and obtaining 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
the risk resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control;
• obtaining 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 Energy Transition Partners’ internal control;
• evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Board of Directors;
• concluding on the appropriateness of the Board of Director’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 Company’s ability
to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the 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 auditor’s report. However, future
events or conditions may cause a company to cease to continue as a going concern;
• evaluating the overall presentation, structure and content of the financial statements,
including the disclosures; and
• evaluating whether the financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.
We communicate with the Board of Directors regarding, among other matters, the planned scope
and timing of the audit and significant audit findings, including any significant findings in internal
control that we identify during our audit. In this respect we also submit an additional report to the
audit committee in accordance with Article 11 of the EU Regulation on specific requirements
regarding statutory audits of public-interest entities. The information included in this additional
report is consistent with our audit opinion in this auditor’s report.
We provide the Board of Directors with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
10
23W00187313AVN
From the matters communicated with the Board of Directors, we determine the key audit matters:
those matters that were of most significance in the audit of the financial statements. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, not communicating the matter is in the
public interest.
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | i
APPENDICES
31 December 2022
DEFINED TERMS
The following list of defined terms is not intended to be an exhaustive list of definitions but provides a list of
certain of the defined terms used in these Financial Statements.
“Acceptance Period” the period for redemption of Ordinary Shares which runs from
the day of the convocation of the Business Combination EGM
until the second Trading Day preceding the Business
Combination EGM;
“Admission” the admission of all of the Ordinary Shares and, separately, the
Warrants, to listing and trading on Euronext Amsterdam;
“Admitted Institution” an institution admitted to Euroclear Nederland;
“AFM” the Dutch Authority for the Financial Markets (Stichting
Autoriteit Financiële Markten);
“Agent” ABN AMRO Bank N.V. in its capacity as the Listing and Paying
Agent and the Warrant Agent;
“AIF” an alternative investment fund;
“AIFM” an alternative investment fund manager;
“AIFMD” Directive 2011/61/EU, the Alternative Investment Fund
Managers Directive;
“AIFM Law” the AIFMD as implemented into Dutch law;
“Amendment” pursuant to the Letter Agreement, the Sponsor and the Directors
have agreed they will not propose any amendment to the Articles
which materially and adversely affects the rights Ordinary
Shareholders, unless the Company initiates a repurchase
procedure, allowing the holders of Ordinary Shares (which, for
the avoidance of doubt, shall not include the Founder Shares) to,
upon approval of any Amendment, redeem their Ordinary Shares
and receive a pro rata share of funds in the Escrow Account
(without deduction of the Deferred Commissions), which is
anticipated to be EUR 10.00 per Ordinary Share, less the pro rata
share of any Negative Interest incurred in excess of the Negative
Interest Cover;
“Articles” the articles of association (statuten) of the Company as they will
be in force on the Settlement Date;
“Audit Committee” the audit committee of the Company;
“Auditor” KPMG Accountants N.V.;
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | ii
“Board” the one-tier board of the Company including two executive
Directors and three non-executive Directors;
“Board Rules” Pursuant to the Articles, the Board may adopt rules regarding its
working methods and decision-making process which must be in
writing, as shown in Governance Documents section of the
Company’s website (www.entpa.nl);
“Business Combination” means effecting a merger, demerger, share exchange, asset
acquisition, share purchase, reorganisation or similar business
combination with or acquisition of a Target;
“Business Combination Date” the date of completion of a Business Combination;
“Business Combination Deadline” 24 months from the Settlement Date, plus an additional six
months subject to approval by the General Meeting;
“Business Combination EGM” the extraordinary shareholders meeting of the Company in
respect of a proposed Business Combination;
“CEO” the chief executive officer of the Company;
“CEST” Central European Summer Time;
“CFO” the chief financial officer of the Company;
“Chairperson” the chairperson of the Board;
“Code of Conduct and Ethics” the code of conduct and ethics (including the related party
transaction policy and whistleblowing policy) of the Company
as referred to in the DCGC and as shown in Governance
Documents section of the Company’s website (www.entpa.nl);
“Company” Energy Transition Partners B.V., a private company with limited
liability (besloten vennootschap met beperkte aansprakelijkheid)
incorporated in the Netherlands with its official seat (statutaire
zetel) in Amsterdam, the Netherlands and registered in the Trade
Register of the Dutch Chamber of Commerce (handelsregister
van de Kamer van Koophandel) under number 82018650;
“Cornerstone Investor” Eisler Capital (UK) Ltd, Empyrean Capital Overseas Master
Fund, Ltd., Linden Capital L.P., LMR Master Fund Limited and
LMR CCSA Master Fund Limited acting together (together, the
“LMA Funds”) and Sona Credit Master Fund Limited (each a
“Cornerstone Investor” and, together, the “Cornerstone
Investors”);
“Cornerstone Investor Agreements” on 14 July 2021, the Company and the Sponsor entered into
separate cornerstone investment agreements with the five
investment management firms;
“Costs Cover” the Company issued up to 6,500,000 Founder Warrants to the
Sponsor as at the Settlement Date, resulting in gross proceeds in
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | iii
the amount of up to EUR 9,793,150. Each of the three non-
executive Directors has, as an investment, subscribed for 20,000
Founder Shares issued by the Company at an aggregate market
value of EUR 200. The proceeds from the Founder Private
Placement and the Sponsor Loan will be used by the Company
to cover the costs related to (i) the Offering and Admission, (ii)
up to 50 bps of negative interest incurred per annum (amounting
to up to EUR 1,750,000) (the “Negative Interest Cover”), (iii)
the initial underwriting commission of the Sole Global
Coordinator (as defined below), (iv) the search for, and
completion of, a Business Combination, and (v) other running
costs of the Company (collectively, the “Cost Cover”);
“DCC” the Dutch Civil Code (Burgerlijk Wetboek);
“DCGC” the Dutch Corporate Governance Code;
“Deferred Commissions” the Fixed Deferred Commission and the Discretionary Deferred
Commission;
“Directors” the statutory directors of the Company;
“Discretionary Deferred Commission” in addition and in its absolute and full discretion, the Company
may further award the Sole Global Coordinator an additional
discretionary deferred commission of up to EUR 2,475,000,
which amount may be equivalent to up to approximately 1.5% of
the Offer Price multiplied by the aggregate number of Units sold
in the Offering, conditional on consummation of the Business
Combination and payable from the Escrow Account on the
Business Combination Date;
“Dutch Resident Entity” an entity that is a resident or deemed to be resident of the
Netherlands for Dutch corporate income tax purposes;
“Dutch Securities Transactions Act” the Dutch Act on Securities Transactions by Giro (Wet giraal
effectenverkeer);
“EEA” the European Economic Area;
“Energy Transition Sector” any industry or sector with Targets which are seeking to be
market leaders in, and/or benefit from, the increasing global
market, policy and technology initiatives to decarbonise the
world’s energy mix, improve the efficiency and stability of
energy ecosystems, and reduce emissions and environmental
impact;
“Enterprise Chamber” the enterprise chamber of the Amsterdam Court of Appeal
(Ondernemingskamer van het Gerechtshof te Amsterdam);
“Escrow Account” the escrow account opened by the Escrow Foundation;
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | iv
“Escrow Agent” Intertrust Escrow and Settlements B.V.;
“Escrow Agreement” the escrow agreement entered into on or prior to the date of this
Prospectus between the Company and the Escrow Agent;
“Escrow Foundation” Stichting Energy Transition Partners Escrow, a foundation with
corporate seat in Amsterdam, the Netherlands;
“ESG” environmental, social and governance;
“EU” the European Union;
“Euroclear Nederland” the Netherlands Central Institute for Giro Securities Transactions
(Nederlands Centraal Instituut voor Giraal Effecten-verkeer
B.V.) trading as Euroclear Nederland;
“EU Regulation” Section 26, subsection 6, of the Regulation (EU) No 537/2014 of
the European Parliament and of the Council of 16 April 2014 on
specific requirements regarding statutory audit of public-interest
entities;
“Euronext Amsterdam” the regulated market operated by Euronext Amsterdam N.V.;
“Europe” the countries covered by the United Nations geoscheme for
Europe;
“Exercise Period” all Warrants will become exercisable in the period which begins
30 calendar days after the Business Combination Date and ends
at the earliest occurrence of (i) close of trading on Euronext
Amsterdam (17:30 CEST) on the first Trading Day after the fifth
anniversary of the Business Combination Date, (ii) Liquidation
(as defined below), (iii) any liquidation of the Company in
accordance with the regular liquidation process and conditions
under Dutch law or (iv) redemption of the Warrants;
“Exercise Price” the exercise price per Warrant of EUR 11.50, subject to
adjustments as set out in this Prospectus;
“Fair Market Value” means the volume weighted average price of the Ordinary Shares
during the 10-Trading Day period ending on the Trading Day
prior to the first date on which the Ordinary Shares trade on the
applicable exchange or in the applicable market, as the case may
be, without the right to receive such rights;
“Financial Year” the financial year of the Company;
“First Trading Date” the date on which trading in the Ordinary Shares and Warrants
on an “as-if-and-when-issued/delivered” basis on Euronext
Amsterdam commences which is expected to be at 09:00 AM
CET on or around 19 July 2021;
“Fixed Deferred Commission” the Company has agreed to pay the Sole Global Coordinator up
to EUR 3,300,000, which amount is equivalent to up to 2.0% of
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | v
the Offer Price multiplied by the maximum aggregate number of
Units sold in the Offering, conditional on consummation of the
Business Combination and payable to the Sole Global
Coordinator from the Escrow Account on the Business
Combination Date;
“Founder Private Placement” the private placement and settlement of the Founder Shares
which occurred prior to the date of this Prospectus and of the
Founder Share F1 and the Founder Warrants which will occur on
or prior to the Settlement Date;
“Founder Share F1” The founder share F1 in the Company is denominated in euro
with a nominal value of EUR 200,000 (the “Founder Share F1”).
The Founder Share F1 is registered in the name of the Sponsor
in the Shareholders’ Register and held outside the collective
deposit and giro deposit as referred to in the Dutch Securities
Transactions Act (Wet giraal effectenverkeer). For further
information please see the “Capital Structure” segment of this
Annual Report;
“Founders” the founding partners of the Sponsor as mentioned in the LLP
Agreement relating to the Sponsor, being Anthony Bryan
Hayward, Tom James Daniel, and Alexander Frank Beard;
“Founder Shares” Founder Shares are ordinary shares in the capital of the
Company, having a nominal value of EUR 0.01 each and
numbered 1 through 4,375,000 (the “Founder Shares”),
representing, in the aggregate, on a fully diluted basis, 20% of
the total number of issued and outstanding Ordinary Shares on
the Settlement Date. For further information please see the
“Capital Structure” segment of this Annual Report;
“Founder Warrants” has the meaning given to such term in the “Capital Structure”
segment of this Annual Report;
“General Meeting” the general meeting (algemene vergadering) of the Company,
being the corporate body or, where the context so requires, the
physical, or, as the case may be, hybrid or virtual meeting of the
Company;
“IFRS” International Financial Reporting Standards, as adopted for use
in the European Union;
“ISIN” International Securities Identification Number;
“Letter Agreement” the letter agreement entered into on 16 July 2021 between, inter
alios, the Sponsor, the Directors and the Company, as shown in
Governance Documents section of the Company’s website
(www.entpa.nl);
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | vi
“Liquidation” The Company intends to, as soon as reasonably possible, and in
any event, within no more than two months from the Business
Combination Deadline, at the proposal of the Board convene a
General Meeting for the purpose of adopting a resolution to (i)
dissolve and liquidate the Company and (ii) delist the Ordinary
Shares and the Warrants;
“Listing and Paying Agent” ABN AMRO Bank N.V.;
“LMA Funds” has the meaning given to such terms in “Cornerstone Investor”;
“Market Value” the volume-weighted average trading price of the Ordinary
Shares during the 20 Trading Day period starting on the Trading
Day prior to the Business Combination Date;
“Negative Interest” interest incurred on the funds held on the Escrow Account;
“Negative Interest Cover” up to 50 bps of Negative Interest incurred per annum (amounting
to up to EUR 1,750,000) will be borne by the Sponsor through
the Negative Interest Cover (which is part of the Costs Cover);
“Newly Issued Price” such issue price or effective issue price of less than EUR 9.20
per Ordinary Share (with such issue price or effective issue price
to be determined in good faith by the Board or such person or
persons granted a power of attorney by the Board, in the case of
any such issuance to the Sponsor, the Directors or its or their
affiliates, without taking into account any Ordinary Shares held
by the Sponsor, the Directors or its or their affiliates, as
applicable, prior to such issuance);
“Offering” the offering of Units that raised EUR 175 million as describe in
the press release on 16 July 2021 under the investor relations
section of the Company’s website (www.entpa.nl);
“Offer Price” the offer price per Unit of EUR 10.00;
“Ordinary Shareholders” a holder of one or more Ordinary Shares;
“Ordinary Shares” the ordinary shares in the Company with a nominal value of EUR
0.01 each, excluding, unless stated otherwise, the Founder
Shares;
“Ordinary Share Premium Reserve” the Company shall maintain a separate share premium reserve in
its books for the Ordinary Shares (excluding the Founder Shares)
to which the holders of the Founder Shares are not entitled;
“Permitted Transferees” (a) the Directors, any affiliates or family members of any of the
Directors, (b) the Founders, any affiliates or family members of
any of the Founders, any members of the Sponsor, or any
affiliates of the Sponsor, (c) in the case of an individual, as a gift
to such person’s immediate family or to a trust, the beneficiary
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | vii
of which is a member of such person’s immediate family or an
affiliate of such person, or to a charitable organisation, (d) in the
case of an individual, by virtue of laws of distribution and
descent upon death of the individual, (e) in the case of an
individual, pursuant to a qualified domestic relations order, (f)
any transferee, by private sales or transfers made in connection
with the consummation of a Business Combination at prices no
greater than the price at which the securities were originally
acquired, (g) in the case of an entity, by virtue of the applicable
laws upon dissolution of the Sponsor, (h) each Cornerstone
Investor, in accordance with the Cornerstone Investment
Agreements, (i) any transferee, in the event of a liquidation of
the Company prior to completion of a Business Combination, (j)
in the case of an entity, by virtue of the laws of its jurisdiction or
its organisational documents or operating agreement; or (k) any
transferee, in the event of the Company’s completion of a
liquidation, merger, demerger, share exchange, reorganisation or
other similar transaction which results in all of the Ordinary
Shareholders having the right to exchange their Ordinary Shares
for cash, securities or other property subsequent to the
completion of a Business Combination; provided, however, that,
subject to and in accordance with the terms of the Letter
Agreement, in the case of clauses (a) through (g) these Permitted
Transferees must accede to and become a party to the Letter
Agreement;
“PIPE” Private Investment in Public Equity;
“Promote Schedule” -on or around the Business Combination Date, 2,187,500
Founder Shares will be entered into the collective depot and giro
depot as referred to in the Dutch Securities Transactions Act and
registered in the name of Euroclear Nederland for the benefit of
their holders and the economic rights with respect to these
Founder Shares are no longer waived under the Letter Agreement
(subject to the lock-up arrangements); and
-if, following the Business Combination Date, the closing price
of the Ordinary Shares equals or exceeds EUR 12.00 per
Ordinary Share for any 10 Trading Days within a 30 consecutive-
Trading Day period, the remaining 2,187,500 Founder Shares
will be entered into the collective depot and giro depot as
referred to in the Dutch Securities Transactions Act and
registered in the name of Euroclear Nederland for the benefit of
their holders and the economic rights with respect to these
Founder Shares are no longer waived under the Letter
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | viii
Agreement, provided that if a merger, demerger, share exchange,
asset acquisition, share purchase, reorganisation or other similar
transaction (a “Strategic Transaction”) is consummated
following the Business Combination Date that results in all
Shareholders having the right to exchange their Ordinary Shares
for cash or securities or other property, and the effective
consideration per Ordinary Share in the Strategic Transaction
equals or exceeds EUR 12.00, these Founder Shares will also be
entered into the collective depot and giro depot as referred to in
the Dutch Securities Transactions Act and registered in the name
of Euroclear Nederland for the benefit of their holders and the
economic rights with respect to these Founder Shares are no
longer waived under the Letter Agreement (subject to the lock-
up arrangements);
“Prospectus” the Prospectus shown in Governance Documents section of the
Company’s website (www.entpa.nl);
“Prospectus Regulation”
Regulation (EU) 2017/1129 (and amendments thereto) and any
relevant delegated regulation;
“Public Warrants” has the meaning given to such term in the “Capital Structure”
segment of this Annual Report;
“Redeeming Shareholders” each Ordinary Shareholder who elects to redeem its Ordinary
Shares in advance of the Business Combination;
“Redemption Arrangement” upon completion of the Business Combination, subject to
complying with applicable law and satisfaction of certain
conditions, the Company will repurchase the Ordinary Shares
(which, for the avoidance of doubt, shall not include the Founder
Shares) held by the Ordinary Shareholders that elect to redeem
their Ordinary Shares, irrespective of whether and how they
voted at the Business Combination EGM, in accordance with the
terms set out in the share repurchase arrangement, full details and
terms and conditions of which will be provided in the
convocation materials for the Business Combination EGM;
“Redemption Date” in the event that the Company elects to redeem the Warrants
pursuant to the provisions of the Warrant T&Cs, the Board shall
set a date for the redemption;
“Service Agreement” agreement entered into between the executive Directors and the
Company;
“Services Agreement” the Company and the Sponsor have entered into a services
agreement pursuant to which the Sponsor provides the Company
with office space, utilities, secretarial support, administrative
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | ix
services, assistance in evaluating suitable Targets, including
presenting its findings to the Company, and any other services as
agreed between the Company and the Sponsor, provided that
none of the foregoing will require the Sponsor to perform any
activities that would require the Sponsor to obtain a regulatory
license. In return, the Company shall pay the Sponsor a fee in the
amount of EUR 10,000 per month. In accordance with the
Services Agreement, the Parties shall review the sum of this fee
on an annual basis. Upon completion of the Business
Combination or a Liquidation, the Company will cease paying
these monthly fees;
“Settlement” payment and delivery of the Ordinary Shares and Warrants to
investors;
“Settlement Date” 21 July 2021;
“Shareholder” a holder of one or more Shares;
“Shareholders’ Register” pursuant to Dutch law and the Articles, the Company must keep
a Shareholders’ register. In the Shareholders’ Register, the names
and addresses of all Shareholders must be recorded, as well as
the class of Shares held by each of them. If special rights accrue
to holders of Shares with a specific designation, such designation
shall also be recorded;
“Shares” the shares in the Company outstanding from time to time;
“SJAM” St. James’s Asset Management;
“Sole Global Coordinator” J.P. Morgan AG;
“Sponsor” Energy Transition Sponsor LLP;
“Sponsor Loan” an outstanding loan of EUR 999,000 made by the Sponsor to the
Company prior to the date of this Prospectus to cover expenses
relating to the Offering and Admission, which loan will be settled
on or prior to the Settlement Date through the issuance of
666,000 Founder Warrants at a price of EUR 1.50 each;
“Strategic Transaction” if, following the Business Combination Date, the closing price
of the Ordinary Shares equals or exceeds €12.00 per Ordinary
Share for any 10 Trading Days within a 30 consecutive-Trading
Day period, the remaining 2,187,500 Founder Shares will be
entered into the collective depot and giro depot as referred to in
the Dutch Securities Transactions Act and registered in the name
of Euroclear Nederland for the benefit of their holders and the
economic rights with respect to these Founder Shares are no
longer waived under the Letter Agreement (subject to the lock-
up arrangements), provided that if a merger, demerger, share
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | x
exchange, asset acquisition, share purchase, reorganisation or
other similar transaction (a “Strategic Transaction”) is
consummated following the Business Combination Date that
results in all Shareholders having the right to exchange their
Ordinary Shares for cash or securities or other property, and the
effective consideration per Ordinary Share in the Strategic
Transaction equals or exceeds €12.00, these Founder Shares will
also be entered into the collective depot and giro depot as
referred to in the Dutch Securities Transactions Act and
registered in the name of Euroclear Nederland for the benefit of
their holders and the economic rights with respect to these
Founder Shares are no longer waived under the Letter Agreement
(subject to the lock-up arrangements);
“Target” a business or company;
“Target Sector” the Energy Transition Sector;
“Trading Day” a day on which Euronext Amsterdam is open for trading;
“Treasury Shares and Treasury
Warrants”
Prior to the Settlement Date, the Company issued to, and
immediately repurchased from, the Sponsor 70,000,000
Ordinary Shares and (ii) 23,333,332 Warrants, all at the same
value (so that no net proceeds remain with or are due by the
Company), for the purpose of holding these in treasury for
purposes of, inter alia, (i) the delivery of Ordinary Shares upon
the exercise of the Warrants and the Founder Warrants, and (ii)
for future deliveries of Ordinary Shares or issuances of securities
of the Company that are convertible into, exchangeable for or
exercisable for Ordinary Shares, to fund, or otherwise in
connection with, the Business Combination. As long as the
Ordinary Shares are held in treasury, they will not yield
dividends or rights to other distributions, will not entitle the
Company as a holder thereof to voting rights, will not count
towards the calculation of dividends, or other distributions or
voting percentages, and will not be eligible for redemption. As
long as the Warrants are held in treasury, they will not be
exercisable. The Ordinary Shares and Warrants held in treasury
will be admitted to listing and trading on Euronext Amsterdam
on the Settlement Date;
“Underwriting Agreement” the underwriting agreement dated 15 July 2021 entered into
between the Company and the Sole Global Coordinator;
“Unit” a unit comprising one Ordinary Share and one-third (1/3) of a
Warrant;
“United Kingdom” or “UK” the UK of Great Britain and Northern Ireland;
ENERGY TRANSITION PARTNERS B.V.
(Amsterdam)
Page | xi
“United States” or “U.S.” the United States of America, its territories and possessions, any
State of the United States of America and the District of
Columbia;
“Warrant Agent” ABN AMRO Bank N.V.;
“Warrant Agreement” the warrant agreement to be entered into by the Company and
the Warrant Agent on 16 July 2021;
“Warrant Holder” a holder of one or more Warrants;
“Warrant T&Cs” terms and conditions in respect of the Warrants and the Founder
Warrants; and
“Warrants” a redeemable warrant of the Company.