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Pegasus Acquisition Company Europe B.V.
Annual Report 2022
For the period 1 January 2022 up to and including 31
December 2022
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Contents
About Pegasus Acquisition Company Europe B.V.
Statutory Directors’ Report
Non-Executive Directors’ Report
Remuneration Report
Corporate Governance
Statement of Directors’ responsibilities
Financial Statements
Statement of profit and loss and other comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
Other Information
Contact Information
Independent Auditor’s Report
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About Pegasus Acquisition Company Europe B.V.
Europe
is a Special Purpose Acquisition Company focused on the European financial services sector,
Europe is targeting businesses in the European financial services industry, with a primary focus on scalable
platforms offering strong growth potential that could be accelerated with access to capital and strategic
guidance.
Jean Pierre Mustier and Diego De Giorgi are Operating Partners and Sponsors, combining their unparalleled
operational and deal making financial sector experience, as well as long-term managerial, risk and
governance expertise.
Pegasus Europe draws upon the deep resources of Tikehau Capital and Financière Agache, who both bring
extensive investment, due diligence, operational, regulatory and capital raising experience to support our
Business Combination target and help it to achieve long-term success as a public company.
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dated 29 April 2021 (the "Prospectus"), which was approved by the Dutch Authority for the Financial
Markets, the AFM, can be found on the Pegasus Europe website
https://www.pegasuseurope.com/investor-
relations.
1
Capitalised terms not defined herein have the meaning ascribed to such terms in the Prospectus
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Statutory Directors’ Report
Pegasus Europe is a SPAC seeking to enter into a business combination with an operating business in Europe
Pegasus Europe has obtained an after-7,896,327 over the period of 1 January 2022 through 31
December 2022. The result is attributable among other things, to large portion to the fair value
remeasurement of the Warrants liabilities on the Company's balance sheet, which is recorded in the profit
and loss. This is a non-cash item.
The money held in escrow on the Cs 481,750,871 at 31
December 2022.
Members of the Statutory Board
As at the date of this Annual Report 2022, the Statutory Board of Directors is composed of
the following Statutory Directors :
Name
Age
Position
Date of initial
appointment
Nationality
Current
term
Jean Pierre
Mustier
62
Executive Director
and Co-CEO
29 April 2021
French
29 April
2024
Carmen Alonso
51
Non-Executive
Director
29 April 2021
Spanish
29 April
2024
Isabelle Ealet
60
Non-Executive
Director and
Chairwoman
29 April 2021
French
29 April
2024
Isabel
Fernandez
54
Non-Executive
Director
29 April 2021
Spanish
29 April
2024
Wassim Eric
Sacre
47
Non-Executive
Director
29 April 2021
French
29 April
2024
Relevant experience and curricula vitae of the Board
Jean Pierre Mustier
Jean Pierre Mustier is Executive Director of the Company and Co-Chief Executive Officer and has over 35
years of banking experience, operating across Europe, the U.S. and Asia in diverse roles including his most
recent as CEO of European banking group UniCredit.
During his career to date, Jean Pierre has sat on the boards of numerous financial institutions, banks,
traditional and alternative investment management companies and clearing houses. He is the outgoing
chairman of the European Banking Federation (2019-2021), and has led multiple financial sector deals, most
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t entity Pioneer with Amundi, and the disposals of
Jean Pierre became CEO of UniCredit in 2016, and carried out a total transformation of the group, delivering
-performing loans and a significant increase in
underlying net income to reach more than 9% return on tangible equity, while reaching the then highest
ever CET1 ratio for the group. Jean Pierre resigned as CEO from UniCredit in 2021.
with UniCredit, having served as head of Corporate
and Investment Banking for four years (2011-2015). In this role, Jean Pierre refocused and restructured the
business on its key competitive activities, establishing an innovative equity brokerage and research
partnership with Kepler, which later became Kepler Cheuvreux, an European equity platform.
Before his appointment as CEO of UniCredit, Jean Pierre was a partner at Tikehau Capital, where he was
involved in the development of its London platform, as well as an alternative investment strategy, with a
focus on direct lending, leverage loans, CLOs and private equity investments.
leading equity derivatives business. Before becoming the global head of Corporate and Investment Banking,
Jean Pierre was responsible for a variety of businesses including Global Fixed income, Global Equity, Equity
Capital Market and Derivatives, as well as Structured Finance, Leverage Finance and Corporate Finance,
where he acquired strong deal and risk expertise, overseeing hundreds of transactions. As Chairman and
CEO of SG Asset Management, Jean Pierre was responsible for Private Banking, and developed a number
of joint ventures to expand the business in Switzerland, India and China. Jean Pierre also restructured the
Asset Management side in preparation for its merger with Credit Agricole Asset Management, to create
nder management.
On 12 February 2020 the public prosecution office of Civitavecchia in Italy announced that various former
board members and the auditors of Alitalia, including Jean Pierre, were under investigation for certain
alleged crimes in connection
Jean Pierre was an non-executive board member of Alitalia. On 23 November 2020, the public prosecutor
decided to dismiss the criminal charges raised against the auditors and the non-executive board members,
including Jean Pierre, and to commit to trial other board members. Alitalia filed an opposition against this
decision. After hearings took place in May and July 2021, the court decided on 27 August 2021 to uphold
the decision of the public prosecutor. This means that no further criminal investigation or criminal charges
will be possible against the non-executive board members, including Jean Pierre, unless on the basis of
other facts.
Carmen Alonso
Carmen Alonso is a non-independent Non-Executive Director of the Company. Carmen Alonso is employed
by Tikehau Investment Management, a wholly-owned subsidiary of Tikehau Capital. She has been appointed
as Director to represent both Financière Agache and Tikehau Capital. Carmen serves as Head of the United
Kingdom and Head of Iberia of Tikehau since 2015. Previously, Carmen was Vice-President of Corporate
Finance at GSK where she gained an exposure to financing as an issuer. Prior to joining GSK, she held the
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position of Managing Director at Morgan Stanley (European Leverage Finance). Carmen began her career
in 1996 in Leverage Finance departments of UBS, Merrill Lynch and then HVB. She has originated and led
the execution of numerous transactions across Europe in bank debt, mezzanine and high yield.
Isabelle Ealet
Isabelle Ealet is an independent Non-Executive Director and Chairwoman of the Company. Isabelle Ealet
has over 30 years of investment banking experience, most recently as a partner at Goldman Sachs where
she served as global co-head of the Securities Division until 2018. At Goldman Sachs, Isabelle was a member
of the Management Committee, European Management Committee, Firmwide Risk Committee and EMEA
Conduct Risk Committee, as well as co-chair of Securities Division ExecComm and chair of the EMEA
Securities Division OpComm. She also served as an executive director on the Goldman Sachs International
Board. Prior to that, Isabelle was global head of Commodities. She joined Goldman Sachs as a commodities
trader in 1991 from Total Petroleum, was named Managing Director in 1997 and partner in 2000.
Isabelle is involved in various philanthropic organisations and became a member of the Board of the Francis
Crick Institute in 2019. She was previously an advisor (Conseiller au Commerce Exterieur) to the French
Embassy in the United Kingdom. In 2015 she was granted the insignia of Chevalier in the Ordre National de
from École Supérieure de Commerce de Marseille in 1984.
Isabel Fernandez
Isabel Fernandez is an independent Non-Executive Director of the Company. Isabel Fernandez has over 28
years of experience in the financial services industry and currently serves as EVP in the Lending Business
Unit of Finastra International Ltd. She previously worked at ING Bank where she served as Global Head of
its Wholesale Bank division until January 2021. Isabel also acted as a Management Board Member, and was
rategy. Prior to her career at ING, Isabel spent
16 years at GE Company and GE Capital, with postings both in Europe and the US. Isabel ran several business
for GE, in roles ranging from structured and leveraged finance, GE Global Clients, Pan European sectors,
Global Bank Loans, with her last roles as Chief Commercial Officer for GE Capital and Global CCO for GE
Company. Isabel started her career at ABN AMRO Bank in the Netherlands.
Wassim Eric Sacre
Wassim Eric Sacre is an independent Non-Executive Director of the Company. Wassim served since March
2019 and until December 2022 as as Board Member, Deputy CEO and Chief Revenue Officer of SlimPay, a
European payment Fintech. Since 2019, he is also president of Odin Partners. Previously, Wassim worked
for Invus between 2006 and 2019 and was Managing Director since September 2012, an evergreen
investment firm with over $10 billion under management. At Invus, Wassim advised and led growth
investments in the consumer and technology sectors. He also launched and led Invus public equities
investments in Europe, focusing on secular growth assets and capital markets opportunities. Prior to joining
Invus, Wassim was an investment banker at Goldman Sachs where he advised on multiple acquisitions as
well as PIPE and capital markets transactions. He began his career at Booz Allen & Hamilton as a
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management consultant. Wassim also held non-executive and chair board positions in multiple companies
including as a non-executive director of KNIME AG from 2017 to 2019, non-executive board member of
Tousfacteurs SAS, non-executive director of Bizagi Group Limited from 2017 to 2019, non-executive director
of Jahia Solutions SA from 2015 to 2019, non-executive director and member of the audit committee of
Flatfrog from 2010 to 2020 and non-executive director and member of the remuneration committee of
ZenRobotics Limited from 2012 to 2019. In addition, he was president of Finaroses from 2008 to 2016.
Structure of the Company
Pegasus Europe is a SPAC incorporated under the laws of the Netherlands as a private company with limited
liability (besloten vennootschap met beperkte aansprakelijkheid).
The Company maintains a one-tier board structure consisting of one Executive Director and four Non-
Executive Directors (as defined in the Prospectus).
In addition to the Board, the Company has an Audit Committee. The Board has not installed any standing
committees, other than the Audit Committee.
The terms of office of the Directors shall expire on 29 April 2024 or upon completion of a Business
Combination or dissolution (ontbinding) of the Company.
s day-to-day business and operations and
-
Business Combination adhere to sound principles of sustainability, from both an environmental as well as a
social point of view.
As of 31 December 2022 21,274,965 Unit Shares (each
exchangeable for a Class A Ordinary Share and 1/3 of a Warrant), 27,080,576 Class A Ordinary Shares,
9,026,845 Warrants, 12,004,884 Founder Shares (held by the Sponsors) and 8,059,256 Founder Warrants. In
addition, the following shares and warrants are held in treasury by the Company:
• 45,419,424 Class A Ordinary Shares (for Unit Shares conversion, Founder shares conversion and
potential use of the Forward Purchase Agreement);
• 10,973,155 Warrants (for Unit Shares conversion and potential use of the Forward Purchase
Agreement);
• 84,000 Founder Shares (to award 25,000 Founder Shares to each of the three independent Non-
Executive Directors and 9,000 Founder Shares to the CFO, subject to completion of the Business
Combination).
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Interests of the Directors
As at the date of this Annual Report 2022, the interests in the share capital of the Company of the Directors
are:
Name
Position
Number of Unit
Shares
Number of
Class A
Ordinary
Shares
Number of
Founder Shares
Percentag
e
of voting
rights*
Jean Pierre Mustier ......
Executive Director and Co-CEO
250,000
0
2,000,814**
3.7%
Carmen Alonso .............
Non-Executive Director
0
0
0
0.0%
Isabelle Ealet ..................
Non-Executive Director
250,000
0
0
0.4%
Isabel Fernandez ..........
Non-Executive Director
0
0
0
0.0%
Wassim Eric Sacre ........
Non-Executive Director
10,000
0
0
0.02%
* Calculation excludes 25,000 Founder Shares as allocated to each of the three independent Non-Executive Directors and
9,000 Founder Shares as allocated to Mike Assouline to be delivered subject to completion of the Business Combination.
Percentages are excluding any shares held in treasury. Founder Shares are held by the Operating Partners through Pegasus
Operating Partners (which is jointly owned by Diego De Giorgi and Jean Pierre Mustier).
** The investment of Jean Pierre Mustier in the Founder Shares has been made indirectly through Pegasus Operating
Partners.
Each Founder Share, as long as it is not held in treasury, carries one vote at the general meeting of the
Company.
In addition, to the Unit Shares, Class A Ordinary Shares and Founder Shares, Jean Pierre Mustier also owns
directly 1,343,209 Founder Warrants. The Founder Warrants have substantially the same terms as the
Warrants and will not be transferable, assignable, saleable or converted until 30 days after the completion
of a Business Combination Deadline, subject to certain limited exceptions as described in the Prospectus.
With a view to the respective shareholdings held by the Non-Executive Directors, which in each case is
below 10%, the Non-
Corporate Governance Code (with the exception of Carmen Alonso who has been appointed on the Board
to represent both Tikehau Capital and Financière Agache).
Background and Strategy
Pegasus Europe is a SPAC seeking to enter into a Business Combination with a financial services company
in Europe.
Once and if a target business has been identified, the Company enters into negotiations with the target
business' current owners for the purpose of agreeing a transaction. The board of Pegasus Europe will then
convene an Extraordinary General Meeting (EGM) and propose the Business Combination to the ordinary
shareholders. This means that shareholders of Pegasus Europe, will have a say in respect of the Business
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Combination proposed by the Board, as the affirmative vote of the general meeting is subject to a simple
majority. In the context of the EGM, Pegasus Europe shall prepare and publish a shareholder circular which
will include the information required to facilitate a proper investment decision on the Business Combination.
Following completion of a Business Combination, it is anticipated that the holders of Ordinary Shares in
Pegasus Europe become shareholders in the target business directly and that Pegasus Europe and the target
business will consolidate.
The consolidation of the Company and its target business is one of the key features of the SPACs and
considered as an attractive element for the shareholders in the target business that may be approached to
form the Business Combination. If a Business Combination is not proposed within 24 months after the IPO,
invested funds deposited into two escrow accounts opened by Stichting Pegasus Europe Escrow and held
with Citibank Europe Plc, Netherlands Branch and J.P. Morgan Bank Luxembourg S.A., respectively (the
, will be returned to shareholders.
The invested funds deposited in the Escrow Accounts are subject to an annual interest rate equal to (i)
Euro
short-term rate (ESTR) plus 3 bpts during the period ending 365 days after the settlement date, 03 May
2021, and (ii)
ESTR minus 2 bpts for the period commencing the day after the end of the first year and
ending 365 days thereafter and (iii) ESTR minus 8 bpts for any further period.
Since the listing, the Company focuses on the selection of a potential target company to bring to the
Pegasus Europe EGM as a proposed Business Combination.
Process
The Company is evaluating acquisition opportunities using its acquisition criteria and guidelines as
described in the Prospectus.
Since its IPO, the Company has assessed a wide variety of companies in the financial services sector in
Europe. The Company sources leads to potential target companies from e.g. its own network, the Board,
investment banks, inbounds and the broader advisory network. The Company has identified -
potential target companies. From time to time, the Company may perform due diligence on, or approach
companies it has identified. It may also modify its long-list on a ongoing basis. The focus of the Company
remains on scalable platforms offering strong profit growth potential and it will always seek to form a
Business Combination with a target company at an acceptable valuation for its shareholders.
Financial developments 2022 investments and financing
Euronext Amsterdam on 29 April 2021, Pegasus Europe has been actively targeting a Business
Combination in the European financial services sector since then. The Company announces on March 21
st
,
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2023 that a Business Combination will not be concluded by the Business Combination deadine despite
extensive efforts to date, none of the discussions with potential targets having resulted in the
consummation of a Business Combination. The Company has then convened its AGM on May 2
nd
, 2023 to
approve the liquidation of the Company, as per the process defined in the Prospectus.
Financial highlights as per 31 December 2022:
Accounts 481,750,871 ( 481,915,426 as per 31 December 2021)
836,527 ( 2,572,038 as per 31 December 2021)
478,175,932 ( 470,069,606 as per 31 December 2021)
9.98 (closing price) ( 9.90 as per 31 December 2021)
9.80 (closing price) ( 10.00 as per 31 December 2021)
0.20 (closing price) ( 1.25 as per 31 December 2021)
The Company did not generate any revenues in the financial year 2022. The expenses incurred by the
Company in the financial year 2022 include amongst others staff costs, legal costs, advisory costs, corporate
/ accounting costs, negative interests and other operating expenses. This has resulted in an after-tax gain
8 million over the period from 1 January 2022 until 31 December 2022. The result is attributable among
other things, to large portion to the fair value remeasurement of the Warrants liabilities on The Company's
balance sheet, which is recorded in the profit and loss. This is a non-cash item.
Corporate Social Responsibility
Out of the acquisition criteria set by the Company at the time of the IPO, Pegasus Europe 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, and / or
is contributing to the objectives of one or more Sustainable Development Goals as defined by the United
Nations Assembly in 2015 (UN SDGs).
As a consequence, Pegasus Europe takes into account sustainability and corporate social responsibility
factors when evaluating potential target businesses.
Risk and Uncertainties
Below is a summary of the risks, 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. Additional
risks not known to the Company, or currently believed not to be material, could later turn out to have a
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material impact on the
risk management objectives and policies are consistent with those disclosed in the Prospectus.
Risk category
Risk description
Risk appetite
Likelihood
Potential
impact
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
High
High
High
Strategic
The ability of the
Company to negotiate a
Business Combination on
favorable terms could be
affected by the limited
time to complete the
Business Combination
Low
Medium
Medium
Financial
The Company will 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
Medium
Medium
Medium
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particular proposed
Business Combination
Financial
If the proceeds from the
Capital at Risk 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
target business and the
Company may be unable
to complete a Business
Combination
Low
Low
Medium
Operational
dependent upon a small
group of individuals and
other key personnel
High
High
Low
Operational
a target business may be
materially adversely
affected by the
coronavirus (COVID-19)
pandemic as well as other
adverse global health
events
Medium
Medium
Medium
Operational
a target business may be
materially adversely
affected by
macroeconomic events as
well as other adverse
conditions on the public
financial markets
High
Medium
Medium
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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
In addition, the Company may not be successful in deploying some or all of these mitigating actions
effectively as described in the Prospectus. If circumstances occur or are not sufficiently mitigated, the
business, financial condition, results of operations and prospects could be material 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 ability to meet its objectives or be
detrimental to its financial condition or reputation.
Internal control system and in control statement
The Board is ultimately responsible for maintaining effective risk management, which includes the
internal audit approach. 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 the
risk management. The Board examines whether the system of internal controls operated effectively
throughout the year and will make recommendations when appropriate.
In accordance with best practice 1.4.3 of the Dutch corporate governance code of December 2016 the
Board is of the opinion that, to the best of its knowledge:
• the report provides sufficient insights into any deficiencies in the effectiveness of the internal risk
and control systems; no deficiencies in the effectiveness of the internal risk and control systems
have been identified;
• the internal risk management and control systems of the Company provide reasonable assurance
that the financial reporting as included in the financial statements do not contain any material
inaccuracies;
• it is not appropriate to adopt the going concern basis in preparing the financial reporting for the
year 2022 as the Company announces on March 21
st
, 2023 that the liquidation of the Company
will be submitted to the vote of its shareholders during its AGM on May 2
nd
, 2023.
As set out in the Prospectus, Pegasus Europe 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
that response to risk will be fully effective.
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strategic objectives. It provides reasonable assurance but not absolute assurance against material
misstatement or loss. In the period from 1 January to 31 December 2022, the Company has not identified
any major failings in its internal risk management and control system.
Outlook
On March 21
st
, 2023, the Company announces that the consummation of a suitable Business Combination
will not be concluded before the Business Combination Deadline and has then convened its AGM on May
2
nd
, 2023 to approve the liquidation of the Company.
The Company will then focus its efforts on the preparation for its dissolution and liquidation, such that the
amount held in the Escrow Account can be returned to shareholders as soon as possible after the Business
Combination Deadline.
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Non-Executive Directors’ Report
Introduction
Following the IPO, the Non-Executive Directors of Pegasus Europe supervised and advised the Executive
Director of Pegasus Europe, being Mr. Jean Pierre Mustier. The Non-Executive Directors positively
assessed the pre-determined set of investment criteria set up by the Sponsors that met the preferred
characteristics for the target business. Furthermore, the detailed pre-agreed set of the desired qualitative
and quantitative requirements defined for a potential target company were also approved by the Non-
Executive Directors. Going forward the Non-Executive Directors envisage to supervise and advise the
Executive Director of Pegasus Europe in the same manner as this has been positively assessed and
approved by all Non-Executive Directors of Pegasus Europe.
Composition of the Non-Executive Directors
As at the date of this Annual Report 2022, the Company has the following Non-Executive Directors:
Name
Age
Position
Date of initial
appointment
Nationality
Current
term
Carmen Alonso
51
Non-Executive
Director
29 April 2021
Spanish
29 April
2024
Isabelle Ealet
60
Non-Executive
Director and
Chairwoman
29 April 2021
French
29 April
2024
Isabel
Fernandez
54
Non-Executive
Director
29 April 2021
Spanish
29 April
2024
Wassim Eric
Sacre
47
Non-Executive
Director
29 April 2021
French
29 April
2024
Meetings and Attendance in 2022
During the 2022 financial period, the Non-Executive Directors held 3 meetings, respectively on 21 March
2022, 20 April 2022 and 19 July 2022. All Non-Executive Directors were present at all meetings either in
person or via conference call. During these meetings, potential Business Combination operations were
tested and challenged by the Non-Executive Directors in order to ensure that decisions were reached that
-term value creation pursued by the
Company. Between meetings, the Management maintained contact with the Chairwoman 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.
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Furthermore, the Non-Executive Directors were
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 Pegasus Europe and the preparation of the Annual General Meeting of
Shareholders.
Evaluation
The Non-Executive Directors reviewed and discussed the Board and Audit Committee functioning during
the 2022 financial period. Overall, the functioning of the Board and the Audit Committee were assessed
positively. The composition and functioning of the Board and the Audit Committee as well as the
performance of its individual members were also positively assessed and discussed.
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 on the Corporate Governance Charter
(
https://www.pegasuseurope.com).
The Audit Committee comprises 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 A
membership includes Directors with recent and relevant financial experience.
The members of the Committee that served were:
• Isabel Fernandez (Non-Executive Director and Chairwoman of the Audit Committee)
• Wassim Eric Sacre (Non-Executive Director)
• Carmen Alonso (Non-Executive Director)
In 2022, the Audit Committee met on the following dates:
• 17 March 2022 (review and validation of the Annual Report)
• 23 July 2022 (review and validation of the semi-Annual Report)
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Audit Committee activities
The tasks of the Audit Committee include:
• monitoring the Board with respect to the relations with, and the compliance with
recommendations and follow-up of comments made by, the internal audit function (if and when
established) and the external auditor;
•
• the application of information and communication technology by the Company, including risks
relating to cybersecurity;
•
• issuing recommendations concerning the appointment and the dismissal of the head of the
internal audit function, as relevant, and reviewing and discussing the performance of the internal
audit function;
•
the external auditor;
• providing the external audit results in re
Report to the Board, indicating how the audit has contributed to the integrity of such financial
reporting and which role the Audit Committee had in that process;
• reviewing and discussing the essence of the audit results, also with the internal audit function,
including;
o
systems;
o
o failings in the follow-up of recommendations made previously by the internal audit
function;
• reviewing and discussing with the external auditor, at least annually:
o
financial reporting identified in such audit plan; and
o
statements and its management letter;
•
financial reporting processes, and making proposals to safeguard the integrity of such processes;
• determining whether and, if so, how the external auditor should be involved in the content and
publication of financial reports other than the Comp
•
including:
o identified material failin
systems; and
o
internal risk management and control systems;
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• reviewing and monitoring the independence of the external auditor, also considering any non-
audit services rendered by the external auditor;
• determining the procedure for selecting the external auditor and for proposing the appointment
• advising the Board reg
and preparing the selection of the external auditor for such purpose, as relevant; and
•
Com
External Auditor
as of the incorporation of the Company. 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.
2022 Financial Statements
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 Mazars,
and the Board.
The Non-Executive Directors believe the 2022 financial statements of Pegasus Europe meet all
requirements for correctness and transparency. All Directors have signed the 2022 Financial Statements
pursuant to the statuary 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.
On behalf of the Non-Executive Directors
Amsterdam, 21 March 2023
Mrs. Isabelle Ealet
Chairwoman
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Remuneration report
Remuneration for the Executive Director
The remuneration of Jean Pierre Mustier as Executive Director and Co-Chief Executive Officer is based on
( in 2021) and possibly also (optional) benefits for the
capacity of Executive Director, such as medical insurance, life insurance, retirement benefits, travel
expenses and/or representation allowances.
The amount of the yearly cash compensation
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 g
principal business, there is no employee share option 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
contributes to the Company's identity, strategy, long-term
interests and sustainability.
Remuneration for the Non-Executive Directors
-
sustainable and long-term successful development. As such, the Company believes that
Equity based compensation for the Non-Executive Directors is effective. Regardless of their remuneration,
all Non-Executive Directors are entitled to reimbursement for their travel expenses.
As such and immediately following the Settlement Date, the Company has allocated 25,000 Founder
Shares to each of the independent Non-Executive Directors mentioned below, each to be delivered
subject to completion of the Business Combination (except for Carmen Alonso who does not receive
compensation):
Name
Position
Compensation in Founder
Shares
Isabelle Ealet
Non-Executive Director and Chairwoman
25,000
Isabel Fernandez
Non-Executive Director
25,000
Wassim Eric Sacre
Non-Executive Director
25,000
Carmen Alonso
Non-Executive Director
0
20
The Non-Executive Directors
principal business, there is no employee share option scheme in place. Moreover, there is no reduction or
claw back of the remuneration.
In accordance with IFRS 2, the share-based payments amount expensed during 2022 in relation to the
Founder Shares granted to the Non-187,500 62,500 for Isabelle Ealet, Isabel
Fernandez and Wassim Eric Sacre). This amounted to in 2021
Fernandez and Wassim Eric Sacre).
In addition, the remuneration of the Non-Executive Directors is consistent with the Compensation Policy
-term
interests and sustainability.
Remuneration for the Co-Chief Executive Officer and CFO (not being Statutory Directors)
The remuneration of Diego De Giorgi as Co-Chief Executive Officer is based on a yearly cash
130,000 in 2021) and possibly also (optional) benefits for the capacity of Co-
Chief Executive Officer, such as medical insurance, life insurance, retirement benefits, travel expenses
and/or representation allowances.
The amount of the yearly cash compensation depends on the Co-
responsibilities as well as on what is common in the industry and in the market, especially in comparison
with similar SPAC companies.
The Co-Chief Executive Officer does not receive variable remuneration and given the nature of the
Moreover, there is no
reduction or claw back of the remuneration.
Mike Assouline as Chief Financial Officer is entitled to a yearly cash compensatio (110,000
in 2021), with an indicative ( in 2021) in cash as
determined at the time of the IPO. The company has also allocated 9,000 Founder Shares to Mike
Assouline, to be delivered subject to the Business Combination. The amount expensed during 2022 in
22,500 15,000 in 2021).
Due the SPAC nature of the Company, the variable remuneration of the Chief Financial Officer is mainly
linked to the performance against a set of non-financial targets that is consistent with and supportive of
the strategy and long-term interests of the Company.
At the beginning of the financial year 2023, the Board has assessed to what extent these non financial
targets have been met and determined that over the financial year 2022, Mike Assouline is entitled to a
bonus payment of ,000 in 2021) .
21
In addition, the remuneration of the Co-Chief Executive Officer and the Chief Financial Officer is consistent
identity, strategy, long-term interests and sustainability.
Pay ratio
Based on best practice provision 3.4.1 of the , the Company
shall disclose the pay ratio between the remuneration of the Executive Directors and that of a
representative reference group of employees of the Company and, if applicable, comment on any
important variation in the pay ratios in comparison with the previous financial year (not applicable in the
case of Pegasus Europe).
The calculation of the pay ratio is based on the average of the remuneration received by the employees of
the reference group and is made in accordance with the following rules:
• the remuneration of the employees of the reference group taken into account was the
remuneration received during the year concerned (i.e. if a bonus was paid in 2023 relating to
activities performed in 2022, the bonus was taken into account when calculating the pay ratio of
the financial year 2022);
• if all or part of the remuneration was paid in a foreign currency, the exchange rate which was used
was the average exchange rate of the relevant currency into euros for the year ended December
31, 2022;
The Company used both fixed and variable remuneration components when determining the pay ratio for
a given year. The pay ratio disclosed by the Company reflects the last financial year.
The average Executive Director to employee pay ratio stands at 0.88 in 2022 (0.88 in 2021). However,
considering that the Company has only 3 employees to date and that the Co-CEOs are also Sponsors of
the Company, this pay ratio is not relevant in the case of Pegasus Europe.
22
Corporate Governance
The Company maintains a one-tier board structure consisting of one Executive Director and four Non-
Executive Directors. In addition to the Board, the Company has an Audit Committee. The Board has not
installed any standing committees, other than the Audit Committee.
Members of the Board
As at the date of this report, the Board is composed of the following Directors:
Name
Age
Position
Date of initial
appointment
Nationality
Current
term
Jean Pierre
Mustier
62
Executive Director
and Co-CEO
29 April 2021
French
29 April
2024
Carmen Alonso
51
Non-Executive
Director
29 April 2021
Spanish
29 April
2024
Isabelle Ealet
60
Non-Executive
Director and
Chairwoman
29 April 2021
French
29 April
2024
Isabel
Fernandez
54
Non-Executive
Director
29 April 2021
Spanish
29 April
2024
Wassim Eric
Sacre
47
Non-Executive
Director
29 April 2021
French
29 April
2024
In respect of the Company, the business address of each of the Directors is Hoogoorddreef 15, 1101 BA
Amsterdam, the Netherlands.
Takeover Directive
Powers, Responsibilities and Functioning
Under Dutch law, the Board as a collective is responsible for th
-to-day business and operations and
implements its strategy. The Non-Executive Directors focus on the supervision on the policy and functioning
of the performance of the duties of all Directors and the general state of affairs. 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
23
weighed. Pursuant to the Articles of Association, any resolution of the Board regarding a material change
aracter requires approval of Shareholders at a general meeting.
In accordance with the Articles of Association and Corporate Governance Charter, 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.
Amendment of Articles of Association
The General Meeting may pass a resolution to amend the Articles of Association, with an absolute
majority of the votes cast, but only on a proposal of or with the prior approval of the Board. Any such
proposal or approval must be stated in the notice of the General Meeting.
A resolution of the General Meeting to amend the Articles of Association which has the effect of reducing
the rights attributable to holders of shares of a particular class, is subject to approval of the meeting of
holders of shares of that class.
Certain mandatory disclosures with respect to members of the Board
Except as disclosed in this Prospectus, at the date of this Prospectus, none of the Directors nor the
Operating Partners, at any time within the last five years:
(1) has had any convictions in relation to fraudulent offences;
(2) has been or is a member of the administrative, management or supervisory bodies or partner,
director or senior manager (who is relevant in establishing that a company has the appropriate
expertise and experience for management of that company) of any company at the time of any
bankruptcy, receivership, liquidation or administration of such company; or
(3) has received any official public incrimination and/or sanction by any statutory or regulatory
authorities (including designated professional bodies) or has ever been disqualified by a court
from acting as a director or member of the administrative, management or supervisory bodies of
any company or from acting in the management or conduct of the affairs of any company.
Dutch Corporate Governance Code
The Company is subject to the DCGC. The DCGC contains both principles and best practice provisions for
Boards of Directors, shareholders and general meetings, auditors, disclosure, compliance and enforcement
standards. A copy of the DCGC can be found on
https://www.mccg.nl. As a Dutch company listed on a
stock exchange, the Company is subject to the DCGC and is required to disclose in its Annual Report to
what extent it complies with the principles and best practice provisions of the DCGC, and where it does
24
deviations from the DCGC are summarised below. 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 DCGC 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 DCGC following the Business Combination,
practice. To the extent best practice provisions relate to the Board and its committees, deviations of the
DCGC are summarised below.
Audit Function (principle 1.3)
The Company has not established an internal audit department. The Non-Executive Directors and the
Audit Committee will remain involved in the execution of the internal audit function as stipulated in best
practice provisions 1.3.1 to 1.3.5. The Board is of the opinion that adequate alternative measures have
systems, as outlined elsewhere in
this report, and that it is presently not necessary to establish an internal audit function considering the
nature of the Company.
Appointment and Dismissal (best practice provision 1.3.1)
The Company has not established an internal audit department nor appointed a senior internal auditor.
Please refer to the explanation under principle 1.3.
Assessment of the internal audit function (best practice provision 1.3.2)
The Company has not established an internal audit department. Please refer to the explanation under
principle 1.3.
Internal audit plan (best practice provision 1.3.3)
The Company has not established an internal audit department. Please refer to the explanation under
principle 1.3.
Performance of work (best practice provision 1.3.4)
The Company has not established an internal audit department. Please refer to the explanation under
principle 1.3.
25
Reports of findings (best practice provision 1.3.5)
The Company has not established an internal audit department. Please refer to the explanation under
principle 1.3.
Committees (best practice provision 2.3.2)
With a view to the number of Non-Executive Directors, the DCGC prescribes that the Board installs a
selection- and appointment committee and a remuneration committee. As the Company will not conduct
any business prior to a Business Combination and the Board does not intend to hire any employees, the
Board has no need for a selection- and appointment or remuneration committee.
The Board has appointed from among its Non-Executive Directors an Audit Committee. The Audit
Committee consists of Isabel Fernandez (Chairwoman), Wassim Eric Sacre and Carmen Alonso. The
composition of the Audit Committee is consistent with the best practice provisions of the DCGC.
Vice Chairman (best practice provision 2.3.7)
Given the current organization of the Company, no Vice Chairman has been appointed.
Company secretary (best practice provision 2.3.10)
Given its limited size and as the lines of communication between the Directors are short and the
procedures of the Board are fairly straight forward, during the financial year to which this report relates,
the Board has decided not to appoint a Company secretary.
Equity based compensation Non-Executive Directors (best practice provision 3.3.2)
The DCGC recommends against granting equity awards as part of the compensation of a Non-Executive
Director. However, the Company does wish to grant equity awards to its independent Non-Executive
Directors immediately following the Settlement Date in the form of 25,000 Founder Shares, each to be
delivered subject to completion of the Business Combination. The Non-Executive Directors do not receive
any other remuneration or compensation.
Shares held by a Non-Executive Directors in the Company should be long-term investments
(best practice provision 3.3.3)
The securities of the Company held by the Non-Executive Directors, are not necessarily held as long-term
investments as their investment horizon shall be determined following completion of the Business
Combination. This is partly inherent to the fact that it is uncertain that the Non-Executive Directors will
remain in position after completion of the Business Combination. Furthermore, the Company considers
26
the fact that the Non-Executive Directors held securies which do not have a strict long-term investment
horizon is in line with market practice for SPACs.
Majority requirements for dismissal and overruling binding nominations (best practice provision
4.3.3)
The Directors are appointed by the general meeting upon the binding nomination of the Board. The
general meeting may only overrule the binding nomination by a resolution passed by a two-thirds
capital. In addition, except if proposed by the Board, the Directors may be suspended or dismissed by the
general meeting at any time by a resolution passed by a two-thirds majority of votes cast, provided such
new general meeting as referred to in Section 2:230(3) DCGC in respect of these matters has been
excluded in the Articles of Association. The Company believes that these provisions support the continuity
of the Company and its business and that those provisions, therefore, are in the best interests of the
Shareholders and other stakeholders.
(best practice provision 3.2.1)
Since no remuneration committee has been installed, the Board determines a Director's compensation (if
any) within the boundaries of the Remuneration Policy as adopted by the General Meeting, without a
remuneration committee recommendation.
Committees of the Board
The Board has not installed any standing committees, other than the Audit Committee appointed by the
Board.
Limitation on liability and indemnification matters
Indemnification
Under Dutch law, the Directors may be held liable for damages in the event of improper or negligent
performance of their duties. They may be held jointly and severally liable for damages to the Company
and to third parties for infringement of the Articles of Association or of certain provisions of Dutch law. In
certain circumstances, they may also incur additional specific civil and criminal liabilities. Subject to certain
exceptions, the Articles of Association provide for indemnification of current directors (and other current
and former officers and employees as designated by the Board). No indemnification shall be given to an
indemnified person:
27
• if a competent court or arbitral tribunal has established, without having (or no longer having) the
possibility for appeal, that the acts or omissions of such indemnified person that led to the
financial losses, damages, expenses, suit, claim, action or legal proceedings as described above
are of an unlawful nature (including acts or omissions which are considered to constitute malice,
gross negligence, intentional recklessness and/or serious culpability attributable to such
indemnified person);
• to the extent that his or her financial losses, damages and expenses are covered under insurance
and the relevant insurer has settled, or has provided reimbursement for, these financial losses,
damages and expenses (or has irrevocably undertaken to do so);
• in relation to proceedings brought by such indemnified person against the Company, except for
proceedings brought to enforce indemnification to which he is entitled pursuant to the Articles of
Association, pursuant to an agreement between such indemnified person and the Company which
has been approved by the Board or pursuant to insurance taken out by the Company for the
benefit of such indemnified person; or
• for any financial losses, damages or expenses incurred in connection with a settlement of any
Under the Articles of Association, the Board may stipulate additional terms, conditions and restrictions in
relation to the indemnification described above but as of the date of this Prospectus has not done so.
The Directors, the Operating Partners and CFO of the Company are insured under an insurance policy
against damages resulting from their conduct when acting in their capacities as such directors or officers.
Limitation of supervisory positions
Pursuant to Dutch law, there are limitations to the number of positions persons can hold on the Boards of
large Dutch companies. Presently, the Company does not qualify as a large company for purposes of
these provisions, as it has not yet prepared annual accounts over two years, which is a requirement under
Dutch law.
Conflicts of interest, other information
Under Dutch law and the Articles of Association, the Directors shall not take part in any discussion or
decision-making that involves a subject or transaction in relation to which such Director has a conflict of
interest with the Company. The Articles of Association provide that if as a result of these rules, no
resolution of the Board can be adopted, the resolution can nonetheless be adopted by the Board as if
none of the Directors had a conflict of interest. In that case, each Director is entitled to participate in the
discussion and decision-making process and to cast a vote. These rules apply equally with respect to
decision-making relating to related party transactions (as defined by Dutch law) in which a Director is
involved.
28
The DCGC provides the following best practice recommendations in relation to conflicts of interests:
• a director should report any potential conflict of interest in a transaction that is of material
significance to the company and/or to such director to the other directors without delay,
providing all relevant information in relation to the conflict;
• the Board of directors should then decide, outside the presence of the director concerned,
whether there is a conflict of interest;
•
length terms; and
• a decision to enter into such a transaction in which there is a conflict of interest with a director
that is of material significance to the company and/or to such director shall require the approval
eport.
Certain of the Directors, the Operating Partners and the CFO have fiduciary and contractual duties to
certain companies in which they have invested, such as the Sponsors. If these entities decide to pursue
any such opportunity, the Company may be precluded from pursuing such opportunities. None of the
Directors and Operating Partners have any obligation to present the Company with any opportunity for a
potential Business Combination of which they become aware, subject to their fiduciary duties under Dutch
law. The Sponsors and their affiliates and the Directors and Operating Partners are also not prohibited
from sponsoring, investing in or otherwise becoming involved with, any other special purpose acquisition
companies, including in connection with their business combinations, prior to the Company completing a
Business Combination. The Directors, CFO and Operating Partners, in their capacities as directors, officers
or employees of the Sponsors or their affiliates (to the extent applicable) or in their other endeavours,
may choose to present potential business combination opportunities to the related entities described
above, current or future entities affiliated with or managed by the Sponsors, or any other third parties,
before they present such opportunities to the Company, subject to their fiduciary duties under Dutch law
and any other applicable fiduciary duties. Further, the Company is not prohibited from pursuing a
Business Combination with a target company or business that is affiliated with the Sponsors, any of their
affiliates or any of the Directors or Operating Partners. Until the completion of the Business Combination,
(i) Tikehau Capital and Financière Agache may provide services to the Company; and (ii) Diego De Giorgi
and Jean Pierre Mustier may provide services to Tikehau Capital outside of activities of the Company.
Furthermore, one Director, Carmen Alonso, is employed by Tikehau Investment Management, a wholly-
owned subsidiary of Tikehau Capital, but is appointed as Director to represent both Financière Agache
and Tikehau Capital. Also, a director on the Board of directors of an affiliate of Financière Agache is
affiliated with Goldman Sachs as Regional Advisor. Certain of the Directors presently have, and any or all
of them in the future may have, additional, fiduciary or contractual obligations to other entities pursuant
to which such Director is or will be required to present a Business Combination opportunity to such entity.
Accordingly, if any of the Directors become aware of a Business Combination target that is suitable for an
entity to which they have then-current fiduciary or contractual obligations, they may need to honour
these fiduciary or contractual obligations to present such business combination opportunity to such
entity, subject to their fiduciary duties under Dutch law. The Directors are also not required to commit any
specified amount of time to the affairs of the Company, and, accordingly, will have conflicts of interest in
29
allocating management time among various business activities, including identifying potential Business
Prospectus "Certain of the Directors are now, and all of them may in the future become, affiliated with
entities engaged in business activities similar to those intended to be conducted by the Company and,
accordingly, may have conflicts of interest in determining to which entity a particular business opportunity
should be presented.=
The Company does not believe, however, that the fiduciary duties or contractual obligations of the
Directors will materially affect its ability to identify and pursue Business Combination opportunities or
complete a Business Combination. Investors should not rely on the historical performance record of the
<Past performance by the
Sponsors and their affiliates and/or any of the Directors may not be indicative of future performance of an
investment in the Company.=
Current shareholders and potential investors should also be aware of the following potential conflicts of
interest:
• None of the Di
accordingly, may have conflicts of interest in allocating their time among various business
activities.
• In the course of their other business activities, the Directors may become aware of investment and
business opportunities that may be appropriate for presentation to the Company as well as the
or its affiliates and Wassim Eric Sacr
interest in determining to which entity a particular business opportunity should be presented.
• The Sponsors and Directors have agreed to waive their redemption rights in connection with the
consummation of the Business Combination with respect to any Founder Shares held by them. In
accordance with the Articles of Association the Founder Shares will not receive any distributions
or liquidation proceeds from the Escrow Accounts if the Company fails to complete a Business
Combination. However, if a Sponsor (or any of its affiliates) acquires any other Unit Shares or
Class A Ordinary Shares, it will be entitled to liquidating distributions from the Escrow Accounts
with respect to such Unit Shares or Class A Ordinary Shares if the Company fails to consummate a
Business Combination by the Business Combination Deadline. If the Company does not complete
a Business Combination by the Business Combination Deadline, the funds held in the Escrow
Accounts will be used to fund the redemption of the Class A Ordinary Shares and Unit Shares, and
any outstanding Warrants will expire worthless. The Sponsors and Directors may cause the
Company to propose a Business Combination that would mitigate their own potential financial
losses but cause the investment of other investors to (initially) be worth less than they would get
in the event of a (potential) liquidation. Such investors could of course redeem their Class A
Ordinary Shares if they believed this was the case.
30
• The Directors may negotiate employment or consulting agreements with a target company or
business in connection with a particular Business Combination. These agreements may provide for
them to receive compensation following a Business Combination and as a result, may cause them
to have conflicts of interest in determining whether to proceed with a particular Business
Combination.
• The Directors may have a conflict of interest with respect to evaluating a particular Business
Combination if the retention or resignation of any such Directors was included by a target
company or business as a condition to any agreement with respect to a Business Combination.
• Furthermore, one Director, Carmen Alonso, is employed by Tikehau Investment Management, a
wholly-owned subsidiary of Tikehau Capital.
The Company is not prohibited from pursuing a Business Combination with a target company or business
Company seeks to complete a Business Combination with such a company, the Company, or a committee
of independent and disinterested directors, would elect to obtain an opinion from an independent
investment banking firm or another valuation or appraisal firm that regularly renders fairness opinions on
the type of target company or business that the Company is seeking to combine with that such a Business
Combination is fair to the Company from a financial point of view.
In addition, the Sponsors or any of their affiliates may make additional investments in the Company in
connection with the Business Combination, although the Sponsors and their affiliates have no obligation
or current intention to do so. If a Sponsor or any of their affiliates elects to make additional investments,
Combination.
In the event that the Company submits a Business Combination to the Shareholders for a vote, the
Sponsors and Directors have agreed, pursuant to the terms of a Letter Agreement entered into with the
Company, to vote any Class A Ordinary Shares held by them in favour of a Business Combination.
Employees matters
As at the date of this Report, the Company has three employees: Diego De Giorgi and Jean Pierre Mustier
are the Operating Partners and Co-Chief Executive Officers; Mike Assouline is the CFO.
31
Statement of Directors’ responsibilities
Annual ReportAnnual Report
other information. The Directors are responsible for preparing the Annual Report in accordance with
applicable law and regulations. The Directors are required by law to prepare the Annual Report for each
financial year. The Directors have prepared the Annual Report in accordance with International Financial
Dutch
Civil Code. The Directors must not approve the Annual Report unless they are satisfied that it gives a true
and fair view of the state of affairs of the Company and of the profit or loss of the Company for that
period. In preparing the Annual Report, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
• state whether applicable IFRS as adopted by the European Union and the relevant provisions of
the Dutch Civil Code have been followed, subject to any material departures disclosed and
explained in the Annual Report; and
• prepare the Annual Report on the going concern basis, unless it is inappropriate to presume that
the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
th reasonable accuracy at any time, the financial
position of the Company and enable them to ensure that the Annual Report complies with applicable law.
The Directors have assessed whether the risk assessment executed showed any material failings in the
ef
designed to manage and control risks, they can provide reasonable, but not absolute, assurance against
material misstatements. Based on this assessment, to the best of our knowledge and belief, no material
the internal risk and control systems provides reasonable assurance that the 2022 financial statements do
not contain any errors of material importance.
With reference to section 5.25c paragraph 2c of the Dutch Act on Financial Supervision, each of the
Directors, whose names and functions are listed in the Governance section, confirm that, to the best of
their knowledge:
•
prepared in accordance with IFRS as adopted by the European Union and the relevant provisions
of the Dutch Civil Code, give a true and fair view of the assets, liabilities, financial position and
profit or loss of the Company;
•
date, the development and performance of the business and the position of the Company of
the principal risks and uncertainties that the Company faces; and
32
• having taken all matters considered by the Board and brought to the attention of the Board
during the financial year into account, the Directors consider that the Annual Report, taken as a
whole is fair, balanced and understandable. The Directors believe that the disclosures set out in
the Annual Report provide the information nec
position, performance, business model and strategy.
In accordance with best practice 1.4.3 of the DCGC, the Management Board is of the opinion that, to the
best of its knowledge:
• 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 not prepared on a
going concern basis; and
• the report states those material risks and uncertainties that are relevant to the expectation of the
continuity for the period of twelve months after the preparation of the report.
After conducting a review of management analysis and considering that a Business Combination will not
be concluded by the Business Combination deadline, the Directors consider it appropriate to adopt the
discontinuity basis in preparing the Annual Report.
On behalf of Pegasus Europe
Amsterdam, 21 March 2023
Jean Pierre Mustier, Executive Director
Carmen Alonso Aranda, Non-executive Director
Isabelle Ealet, Non-executive Director
Isabel Fernández Niemann, Non-executive Director
Wassim Sacre, Non-executive Director
33
Financial Statements 2022
Statement of profit and loss and other comprehensive income for the
period from 1 January 2022 up to and including 31 December 2022
31 December 2022
31 December 2021
EUR 1,000
EUR 1,000
Operations
Revenues
-
-
Expenses
Staff costs
4
(839)
(586)
Other expenses
5
(1,254)
(3,400)
Operating result
(2,093)
(3,986)
Interest income
6
1,566
-
Interest expense
6
(1,731)
(1,640)
Other gains and losses
7
10,154
(13,781)
Result before tax
7,896
(19,407)
Income tax expense
8
-
-
Result for the period
7,896
(19,407)
Other comprehensive income, net of income tax
Other items
-
-
Total comprehensive income/(loss) for the period
7,896
(19,407)
Earnings per share
From continuing and discontinued operations
Basic (cents per share)
9
0.13
(0.32)
Diluted (cents per share)
0.13
(0.32)
From continuing operations
Basic (cents per share)
9
0.13
(0.32)
Diluted (cents per share)
0.13
(0.32)
34
Statement of financial position as at 31 December 2022
31 December 2022
31 December 2021
EUR 1,000
EUR 1,000
Assets
Property, plant and equipment
-
-
Financial assets
10
481,751
481,915
Non-current assets
481,751
481,915
Trade and other receivables
11
253
231
Prepaid expenses
128
128
Cash and cash equivalents
12
837
2,573
Current assets
1,218
2,932
Total assets
482,969
484,847
35
31 December 2022
31 December 2021
EUR 1,000
EUR 1,000
Equity
Share capital
14
604
604
Share premium
14
488,733
488,733
Reserve stock option plan
14
350
140
Retained earnings
(19,407)
-
Net Profit (Loss) for the period
7,896
(19,407)
Total equity
478,176
470,070
Liabilities
Founder Warrants
17.2.2
1,451
4,836
Warrants
17.2.2
2,901
9,671
Non-current liabilities
4,352
14,507
Trade and other payables
15.1
394
235
Other payables
15.1
12
12
Taxes and social security contributions payable
15.1
35
23
Current liabilities
441
270
Total liabilities
4,793
14,777
Total equity and liabilities
482,969
484,847
36
Statement of changes in equity for the period 1 January 2022 up to and including 31 December 2022
Share capital
Share premium
Reserve stock
option plan
Retained
earnings
Net Profit
(Loss) for the
period
Total
Equity
EUR 1,000
EUR 1,000
EUR 1,000
EUR 1,000
EUR 1,000
EUR 1,000
Balance at 31 December 2021
604
488,733
140
-
(19,407)
470,070
Total comprehensive income
Net current period change
-
-
-
(19,407)
19,407
-
Result for the period
-
-
-
-
7,896
7,896
Other comprehensive income
-
-
-
-
-
-
Total comprehensive income for the period
-
-
-
-
7,896
7,896
Transactions with owners of the Company
Contributions and distributions:
Shares issued
14
-
-
-
-
-
-
Share-based payments
-
-
210
-
-
210
Transaction costs
-
-
-
-
-
-
Total contributions and distributions
-
-
210
-
-
210
Total transactions with owners of the Company
-
-
-
-
-
-
Balance at 31 December 2022
604
488,733
350
(19,407)
7,896
478,176
37
Statement of changes in equity for the period 2 February 2021 up to and including 31 December 2021
Share capital
Share premium
Reserve stock
option plan
Retained
earnings
Net Profit
(Loss) for the
period
Total
Equity
EUR 1,000
EUR 1,000
EUR 1,000
EUR 1,000
EUR 1,000
EUR 1,000
Balance at 2 February 2021
-
-
-
-
-
-
Total comprehensive income
Result for the period
-
-
-
-
(19,407)
(19,407)
Other comprehensive income
-
-
-
-
-
-
Total comprehensive income for the period
-
-
-
-
(19,407)
(19,407)
Transactions with owners of the Company
Contributions and distributions:
Shares issued
14
604
494,556
-
-
-
495,160
Share-based payments
-
-
140
-
-
140
Transaction costs
-
(5,823)
-
-
-
(5,823)
Total contributions and distributions
604
488,733
140
-
-
489,477
Total transactions with owners of the Company
-
-
-
-
-
-
Balance at 31 December 2021
604
488,733
140
-
(19,407)
470,070
38
Statement of cash flows for the period 1 January 2022 up to and including
31 December 2022
FY 2022
FY 2021
EUR 1,000
(10 months and 29 days)
EUR 1,000
Operating result
(2,093)
(3,986)
Changes in:
Accruals
58
224
Taxes and social securities
(11)
(195)
Creditors
100
11
Prepaid expenses
-
(128)
Founder shares conditionally transferred
210
140
Cash flow from operating activities
(1,736)
(3,934)
Escrow accounts
-
(483,555)
Cash flows from investing activities
-
(483,555)
Share capital increase from proceeds IPO
-
495,160
Transaction costs on issue of shares
-
(5,823)
Proceeds from warrants
-
725
Cash flow from financing activities
-
490,062
Net cash flow
(1,736)
2,573
Cash and cash equivalents at the beginning of the financial year
2,573
-
Effects of exchange rate changes on cash and cash equivalents
-
-
Cash and cash equivalents at the end of the financial period
837
2,573
39
Notes to the financial statements
1. The Company and its operations
private limited liability company domiciled in the Netherlands. The Company was incorporated in the
oorddreef 15, 1101BA Amsterdam. The Company
was founded on 2 February 2021 and is registered in the Trade Register at the Dutch Chamber of Commerce
under number 81769040.
2. Basis of preparation
2.1 Going concern
The financial statements of the Company has been prepared on a discontinuity basis, considering
that the Company announces on March 21
st
, 2023 that the completion of a Business Combination
will not be concluded by the Business Combination deadline and the dissolution and liquidation of
the Company will be proposed during its AGM on May 2
nd
, 2023. The accounting policy used for
the preparation of the financial statements is equivalent to the accounting policy on a going
concern basis.
As per the Prospectus and the announcement made by the Company on March 21
st
, 2023 the key
steps of the dissolution and liquidation of the Company are as follows:
• Cease all operations except for the purpose of winding up;
• Subject to the approval of its Shareholders, resolve on the dissolution of the Company
during the AGM to be held on May 2
nd
, 2023;
• Delist the Public Shares and Warrants on May 4
th
, 2023 after the close of the market;
• On May 11, 2023 at the latest, calculate and proceed with the pre-liquidation distribution
at a per share price, payable in cash, equal to the aggregate amount then available from
the Escrow Accounts less a 1 million reserve
to make sure the liquidation costs and
potential unpaid claims of creditors including any tax claims will be fully covered (cf. note
3.6 Taxation), divided by the number of Class A Ordinary Shares and Units eligible for the
pre-liquidation distributions (not held in treasury);
• Liquidate the Companys assets and liabilities in accordance with Dutch law and release the
to distribute to holders of Class A
Ordinary Shares and Units eligible for the liquidation distributions; and
40
• In July 2023 after the court has confirmed that no creditors have opposed against the
Companys liquidation, proceed with the final liquidation distribution at a per share price,
payable in cash, equal to the aggregate amount then on deposit in the current bank
account of the Company, including the ,
divided by the number of Class A Ordinary Shares and Units eligible for the liquidation
distributions (not held in treasury).
These liquidation distributions will e
distributions, if any.
The Board expects that the Company will be able to fulfil its obligations. There will be no distribution
of proceeds or otherwise with respect to any of the Founder Shares, Public Warrants or the Founder
Warrants, and all such Public Warrants and Founder Warrants will automatically expire without
value upon occurrence of such a liquidation.
Any (financial) risk for to Shareholders is largely mitigated by the fact that the Company holds
481.8 million in the Escrow Accounts as at 31 December 2022, which can be released upon meeting
strict requirements. The exposure of Class A Ordinary Shareholders is generally limited to the
initially negative interests incurred by the Company over the amounts held in the Escrow Accounts
and, if any, liquidation costs and unpaid claims of creditors that are not covered by the remaining
cash available in the current account.
2.2 Accounting standards and declaration of compliance
The Financial Statements 2022 relate to the period from 1 January 2022 up to and including 31
December 2022.
The financial statements have been prepared in accordance with the International Financial Reporting
Standards ("IFRS"), as endorsed by the European Union and Part 9 of Book 2 of the Dutch Civil Code.
The standards are available at the European Commission website:
http://ecc.europa.eu/finance/company-reporting/standardinterpreations/index_eu.htm.
Standards published by the IASB and adopted by the European Union as at 31 December
2022
New standards, amendments and/or interpretations to existing IFRS standards became effective in
2022. These new standards, amendments and interpretations, as far as they are relevant to the
41
Company, have no impact on the valuation and classification of assets and liabilities of the Company,
nor on its income statement or cash flows.
The Company has not yet applied the new and revised IFRSs that have been issued but
are not yet effective. Some standards, interpretations and amendments are adopted by the EU with
an effective date later than that established by the IASB. Considering the current circumstances the
Company is in, it is currently not possible to assess the impact of the changes on the future business
combination. The effect will be assessed during this transaction.
2.3 Basis of measurement
The financial statements are expressed in thousands of euros, rounded off to the closest thousand
euros. Rounding gaps may result in minor differences regarding certain totals in the tables presented
in the financial statements.
The warrants are measured at fair value in accordance with IFRS 13. The methods used to measure fair
value are disclosed in note 3.1 (Determining fair value). The other assets and liabilities items have
been drawn up on the basis of the historical cost.
2.4 Use of estimates and judgements
In preparing this financial statements, management has made judgements and estimates that affect
the application of accounting policies and the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised prospectively.
The key judgement having a significant effect on the amounts recognized in the financial statements
related to the equity or debt classification of the shares and warrants in accordance with IAS 32. When
determining the fair value, the Directors use directly market observable data to the extend it is available.
Directors belief that based on the current circumstances of the Company, the uncertainties in respect
of the fair value assessments can be considered limited except for the valuation of the warrants
Management has also exercised judgement in determining whether the cash held in the Escrow
Accounts 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 Accounts is to be
held and not released until the completion of a Business Combination or the Business Combination
Deadline (ie. not matching short-term cash commitments as defined under IAS 7.7.).
Regarding the Founder Shares issued by the Company, the Management has exercised judgement in
determining whether the Founder Shares should be treated as financial instruments or share based
42
payments (IFRS 2) and concluded that these instruments fall in scope of IFRS 2 as equity settled
instruments, since there is an estimated difference in the fair value of the instruments issued and the
amount paid.
The grant-date fair value of equity-settled share-based payment awards granted is generally recognised
as an expense, with a corresponding increase in equity, over the vesting period of the awards.
Management has exercised judgement in determining the grant date and concluded that the grant date
should be the Business Combination date as only at that point in time there is clarity over the value of
the awarded Founder Shares. As a result, no expense is recognized in the statement of comprehensive
income over the period ending 31 December 2022 for the 12,004,884 Founder Shares owned by the
Sponsors.
210,000 as share-based
-
Executive Directors and CFO as corresponding to services rendered during the 2022 financial period.
These Founder Shares are accounted for as equity-settled share-based payment under IFRS 2 and are
5 per share at grant date.
In addition, as mentioned in the Note 22, the Management has exerced judgement regarding the
accounting of the Deferred Offering Commission and other success fees to be paid
upon completion
of the Business Combination and determined that this is treated as off-balance sheet contingent
liabilities. Indeed, according to IAS 37.23 <a liability is a present obligation of the entity arising from
past events, the settlement of which is expected to result in an outflow from the entity of resources
embodying economic benefit. For the purpose of this Standard, an outflow of resources or other event is
regarded as probable if the event is more likely than not to occurIn consequence, the Deferred
Offering Commission payable to the Joint Global Coordinators and other success fees are not
considered to be a liability at year-end 2022, as it does not meet the criteria of IAS 37.23.
3. Accounting methods
3.1 Determining fair value
The principles adopted for fair value of financial instruments are in accordance with IFRS 13
m
Instruments classified as Level 1
These instruments are listed on an active market and are measured on the basis of the latest quoted
price as at closing.
43
Instruments classified as Level 2
These instruments are not listed on an active market but their measurement pertains to directly or
indirectly observable data. An adjustment to a Level 2 piece of data that is significant to the fair value,
can result in a fair value classified in Level 3 if it uses significant unobservable data.
Instruments classified as Level 3
These instruments are not listed on an active market and their measurement pertains to a large extent
to unobservable data. The Company can take into account multi-criteria approaches or external
appraisers to determine the fair value of each instrument.
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.
When measuring the fair value of an asset or liability, the Company uses observable market data as
management. Fair values of financial assets and liabilities that are traded in active markets are based
on quoted market prices or price quotations from a broker that provides an unadjusted price from an
or liability take place with sufficient frequency and volume to provide pricing information on an
on-going basis.
The determination of fair value for financial assets and financial 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.
The objective of valuation techniques is to arrive at a fair value measurement that reflects the price
that would be received to sell the asset or paid to transfer the liability in an orderly transaction
between market participants at the measurement date.
Fair value hierarchy – financial instruments at fair value through profit and loss
value hierarchy levels at 31 December 2022:
44
Level 1
EUR 1,000
Level 2
EUR 1,000
Level 3
EUR 1,000
Total
EUR 1,000
Financial liabilities at fair value
through profit or loss
Founder Warrants
-
1,451
-
1,451
Public Warrants
-
2,901
-
2,901
-
4,352
-
4,352
The Public Warrants are classified as Level 2, considering the very limited trading activity on these
instruments. Therefore, the market value of the Public Warrants is not representative of the fair value.
The fair value of the warrant instruments has been determined by an independent valuation specialist
using property models such as a Binomial tree model based on the Cox-Ross-Rubinstein framework (cf.
Note 15.2).
The key inputs used by the valuation specialist include:
▪ Class A Ordinary Share price post Business Combination (conservative assumption taking into
▪ Volatility post Business Combination: 30%
▪ Repo rate post Business Combination: 2.0%
▪ Dividend rate post Business Combination: 2.5%
3.2 Cash and cash equivalents
Cash and cash equivalents include current accounts and deposits held, which meet the definition of
easily convertible into a known amount of cash and subject to insignificant risk of change in value.
3.3 Other payables
These amounts represent liabilities provided to the Company prior to the end of the financial year
which are unpaid. Other payables are presented as current liabilities unless payment is not due within
12 months after the reporting period. They are recognized initially at their fair value. And subsequent
measurement at amortized cost using the effective interest method.
45
3.4 Financial instruments
Financial assets and financial liabilities are recognised when a group entity becomes a party to the
contractual provisions of the instrument. Financial assets and financial liabilities that are within the
scope of IFRS 9 are initially measured at fair value and subsequently at amortised cost or at fair value
either through profit and loss or other comprehensive income depending on the classification of the
instrument based on the purpose for which the instruments are held.
Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial
liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added
to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial
recognition. Transaction costs directly attributable to the acquisition of financial assets or financial
liabilities at fair value through profit or loss are recognised immediately in profit or loss.
3.5 Classification of debt and equity instruments
Debt and equity instruments issued by the Company are classified as either financial liabilities or as
equity in accordance with the substance of the contractual arrangements and the definitions of a
financial liability and an equity instrument.
3.5.1 Debt instruments
Debt instruments (Warrants) issued by the Company are initially recognised at fair value.
Subsequent measurement is at fair value, with any gains or losses arising on changes in fair value
recognised in profit or loss
3.5.2 Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity
after deducting all of its liabilities. Equity instruments issued by a Company entity are recognised
at the proceeds received, net of direct issue costs.
Repurchase of the Company's own equity instruments is recognised and deducted directly in equity.
46
3.6 Taxation
VAT and corporate tax regime
The Company is subject to corporate income tax and it is registered as VAT entrepreneur with the Dutch
Tax Authorities. As announced on 21 March 2023, the Company has convened a general meeting to be
held at 2 May 2023 for the purpose of adopting a resolution to dissolve and liquidate the Company. It
has engaged discussions with the Dutch Tax Authorities regarding the current accounting treatment of
the VAT as receivables or its reclassification as a liability. As per the liquidation process described in the
Prospectus in case the Company fails to consummate a Business Combination by the Business
Combination deadline, this might then result in unpaid claims from the Dutch Tax Authorities that will
be deducted from the Escrow Accounts to the extent such payments cannot be made out of the Costs
Cover. In order to make sure these potential unpaid Tax claims alongside the liquidation costs will be
fully covered, the Company will reserve an amount of €1 million from the Escrow Accounts when
proceeding with the payment of the pre-liquidation distributions. The net remaining amount from the
€1 million reserve will be distributed to Shareholders as part of the final liquidation distributions. If the
Dutch Tax Authorities confirm the current VAT regime and accounting classification as receivables, the
Company might receive a cash inflow in relation with the VAT recovered which will be added to the
final liquidation distributions for Shareholders. If not, the Company will take the conservative approach
not to recover the VAT and repay the outstanding amounts to the Dutch Tax Authorities.
Deferred taxes
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred
tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences
to the extent that it is probable that future taxable profits will be available against which they can be
used. Future taxable profits are determined based on the reversal of relevant taxable temporary
differences. If the amount of taxable temporary differences is insufficient to recognize a deferred tax
asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are
considered, based on the business plans. Deferred tax assets are reviewed at each reporting date and
are reduced to the extent that it is no longer probable that the related tax benefit will be realized; such
reductions are reversed when the probability of future taxable profits improves.
Deferred taxes are calculated on the latent 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.
47
Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent
that it has become probable that future taxable profits will be available against which they can be used.
3.7 Cash flow Statement
The cash flow statement is presented using the indirect method.
3.8 Segment information
3.8.1 Segment revenues and results
The Company considers the current operation as one segment with a single exposure to
the Dutch economy. The Company incurred bank costs of 64,599)
975,493), operating expense of ( 1,118,245) and other gains of 10,154,664 resulting in a
total result for the single se7,896,327.
3.8.2 Segment assets and liabilities
The Company considers the current operation as one segment with a single exposure to
the Dutch economy. 750,871, cash on the
836,527 81,413.
4. Staff costs
1 January 2022-31 December 2022
2 February 2021-31 December 2021
EUR 1,000
EUR 1,000
Wages and salaries
(425)
(304)
Social security costs
(179)
(132)
Pension costs
(25)
(10)
Share-based payment expense
(210)
(140)
(839)
(586)
48
5. Other expenses
1 January 2022-31 December 2022
2 February 2021-31 December 2021
EUR 1,000
EUR 1,000
Listing expenses
(28)
(256)
Professional services
(644)
(2,337)
Travel expenses
(136)
(44)
Service charges
-
(345)
Insurances
(370)
(262)
Bank charges
(52)
(30)
Other expenses
(24)
(86)
(1,254)
(3,400)
6. Interest income and expense
Following the Private Placement, 100% of the proceeds were put into two Escrow Accounts opened by
Stichting Pegasus Europe Escrow and held with Citibank Europe Plc, Netherlands Branch and J.P. Morgan
Bank Luxembourg S.A.. The proceeds of the Private Placement being distributed equally between the Escrow
Accounts as described in the Prospectus.
The invested funds deposited in the escrow are subject to an annual interest rate equal to (i) Euro short-
term rate (ESTR) plus 3 bpts during the period ending 365 days after the settlement date, 03 May 2021, and
(ii) ESTR minus 2 bpts for the period commencing the day after the end of the first year and ending 365
days thereafter and (iii) ESTR minus 8 bpts for any further period.
1 January 2022-31 December 2022
2 February 2021-31 December 2021
EUR 1,000
EUR 1,000
Interest income
1,566
-
1,566
-
1 January 2022-31 December 2022
2 February 2021-31 December 2021
EUR 1,000
EUR 1,000
Interest expenses
(1,731)
(1,640)
(1,731)
(1,640)
49
7. Other gains and losses
1 January 2022-31 December 2022
2 February 2021-31 December 2021
EUR 1,000
EUR 1,000
Net gain/(loss) arising on financial liabilities
10,154
(13,781)
10,154
(13,781)
The Warrant liabilities are measured at fair value with any gains or losses arising on changes in fair value
recognised in profit or loss. This results in the above gain arising on financial liabilities mandatorily
measured at fair value through profit or loss.
8. Taxes
The Company is subject to corporate income tax and it is considered VAT entrepreneur for the Dutch Tax
Authorities.
The tax rate used for 2022 395,000 and 25.8% above that amount.
These are the tax rates payable in the Netherlands on taxable profits under Dutch Law. As the Company has
not made taxable profits in 2022 no income tax has been recognized in the profit or loss. Furthermore, no
deferred tax assets and/or liabilities are considered as well. As it is uncertain if the tax losses can be utilized
against future tax profits, the Company did not recognize a deferred tax assets for its tax losses. The unused
tax losses as per 31 December 2022 amounts to 13,356,671, which can be carried forward for an unlimited
period.
9. Earnings per share
31 December 2022
31 December 2021
EUR 1,000
EUR 1,000
Profit for the year attributable to owners of the Company
7,896
(19,407)
Dividend paid
-
-
50
Earnings used in the calculation of basic earnings per share
7,896
(19,407)
Average number of ordinary shares
60,360
60,360
0.13
(0.32)
Diluted earnings per share are the same as the basic earnings per share at 31 December 2022.
10. Financial assets
Financial assets consist of the Escrow Accounts held at Citibank Europe Plc, Netherlands Branch and J.P.
Morgan Bank Luxembourg S.A.
31 December 2022
31 December 2021
EUR 1,000
EUR 1,000
Escrow accounts
481,751
481,915
Financial assets
481,751
481,915
Management has exercised judgement in determining whether the cash held in the Escrow Accounts 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 Accounts is to be held and not released until
the completion of a Business Combination or the Business Combination Deadline (ie. not matching short-
term cash commitments as defined under IAS 7.7.).
11. Trade and other receivables
31 December 2022
31 December 2021
EUR 1,000
EUR 1,000
Trade receivables
-
-
VAT
253
231
Trade and other receivables
253
231
51
12. Cash and cash equivalents
Cash and cash equivalents consist of a current account held at ABN Amro Bank N.V.
31 December 2022
31 December 2021
EUR 1,000
EUR 1,000
Bank
837
2,573
Cash and cash equivalents in the statement of cash flows
837
2,573
The amounts available to the Company in the current account are used to fund the operational costs related
to the Offering, working capital and Business Combination.
13. Capital structure
The capital structure of the Company is composed of Unit Shares, Class A Ordinary Shares, Founder
Shares, Warrants and Founder Warrants. In accordance with IAS 32 and considering the main
characteristics of the instruments as detailed in the Prospectus, the following accounting treatments have
been used:
▪ Unit Share: accounted for directly as if they were already replaced by Class A Ordinary Shares and
Warrants
▪ Class A Ordinary Share: accounted for as equity considering that the Company has no contractual
obligation to pay cash to holders of Class A Ordinary Shares and controls the occurrence of such
event
▪ Founder Share: accounted for as equity considering that the Company has no contractual
obligation to pay cash to holders of Founder Shares (including no contractual redemption rights)
▪ Warrant: accounted for as derivative liability considering that the Company has the ability to
redeem the outstanding Warrants in certain conditions and that Warrant holders will be able to
exercise their Warrants on a cashless basis prior to the redemption (receiving then a variable
number of Class A Ordinary Shares)
▪ Founder Warrant: accounted for as derivative liability considering that Founder Warrants can be
exercised on a cashless basis
14. Issue of shares and warrants
On 28 April 2021 the Board resolved to issue shares and warrants:
1)
2) 8,333,334 Founder Warrants.
52
On 28 April 2021 the Board resolved to cancel 1 Founder Share.
The Founder Shares were issued at an
and was added to the Companys general share premium reserve.
The Founder warrants were issued
The Founder warrants are considered to be liability.
Comp s independent non-executive
directors and Chief Financial Officer, subject to the condition precedent of (i) the Company publishing a
press release by the Company announcing the entering into a Business Combination and (ii) the respective
person still being a non-executive director of the Company or the Chief Financial Officer, respectively.
On 3 May 2021 the Board resolved to issue:
1) 50,000,000 Unit Shares
2) 72,500,000
3) 20,000,000 Warrants.
On 3 May 2021, the Company repurchased 72,500,000 Class A Ordinary Shares.
The Unit Shares
to the Company Class A Ordinary Shares
On 5 May 2021 the Board resolved to cancel 411,116 Founder Shares and 274,078 Founder Warrants
On 5 May 2021, the Board resolved to cancel 1,644,459 Unit Shares.
In August 2021 11,210,019 Unit Shares have been converted into Ordinary shares and 1/3 Warrants.
In September 2021 249,000 Unit Shares have been converted into Ordinary shares and 1/3 Warrants.
In October 2021 608,822 Unit Shares have been converted into Ordinary shares and 1/3 Warrants.
In November 2021 1,196,748 Unit Shares have been converted into Ordinary shares and 1/3 Warrants.
In December 2021 2,189,056 Unit Shares have been converted into Ordinary shares and 1/3 Warrants.
53
In January 2022 1,368,912 Unit Shares have been converted into Ordinary shares and 1/3 Warrants.
In February 2022 2,691,395 Unit Shares have been converted into Ordinary shares and 1/3 Warrants.
In June 2022 573,385 Unit Shares have been converted into Ordinary shares and 1/3 Warrants.
In July 2022 736,665 Unit Shares have been converted into Ordinary shares and 1/3 Warrants.
In August 2022 2,609,298 Unit Shares have been converted into Ordinary shares and 1/3 Warrants.
In September 2022 2,000,000 Unit Shares have been converted into Ordinary shares and 1/3 Warrants.
In October 2022 1,587,276 Unit Shares have been converted into Ordinary shares and 1/3 Warrants.
In November 2022 60,000 Unit Shares have been converted into Ordinary shares and 1/3 Warrants.
15. Liabilities
15.1 Current liabilities
31 December 2022
31 December 2021
EUR 1,000
EUR 1,000
Trade payables
111
11
Wages tax and social securities
35
23
Other payables
12
12
Accruals
283
224
441
270
15.2 Warrants and Founder Warrants
The Warrants and Founder Warrants are accounted for as liabilities in accordance with IAS 32 and are
measured at fair value as at each reporting period. Considering that the Founder Warrants have
substantially the same terms as the Warrants, the same fair-
as per 31 December 2022 has
been used for both instruments, and resulting from the valuation analysis provided by an independent
services provider. In particular, this fair-value valuation takes into account both (i) the intrinsic call option
value of the warrants and (ii) the remaining time left until the Business Combination deadline.
54
Changes in the fair value of the Warrants and Founder Warrants are recorded in the statement of profit or
loss for each period. Calculation of the fair value of 4,351,998 is the
0.18) times the current outstanding Warrants.
16. Share-based payments
The Company has issued Founder Shares to the Sponsors. The Sponsors perform services to the Company
under services agreements (for Tikehau Capital SCA and Financière Agache SA) and employment contracts
(for the Operating Partners), in relation to completing a Business Combination within the 24 month period.
Management has exercised judgement in determining whether these instruments should be treated as
financial instruments or share-based payments (IFRS 2) and concluded that the instruments fall in scope of
IFRS 2 as equity settled instruments, since there is an estimated difference in the fair value of the instruments
issued and the amount paid.
The grant-date fair value of equity-settled share-based payment awards granted is generally recognised as
an expense, with a corresponding increase in equity, over the vesting period of the awards. Management
has exercised judgement in determining the grant date and concluded that the grant date should be the
Business Combination date as only at that point in time there is clarity over the value of the awarded
Founder Shares. As a result, no expense is recognized in the statement of comprehensive income over the
period ending 31 December 2022 for the 12,004,884 Founder Shares owned by the Sponsors.
At the time of the Business Combination, and subject to the final position of the regulators, the
corresponding expense will be recognized in the statement of comprehensive income.
In addition, the Company repurchased 84,000 Founder Shares on 3 May 2021, which were then transferred
to the Company's independent non-executive directors and Chief Financial Officer, subject to the condition
precedent of (i) the Company publishing a press release by the Company announcing the entering into a
Business Combination and (ii) the respective person still being a non-executive director of the Company or
the Chief Financial Officer, respectively.
210,000 as share-based payments
specifically for these 84,000 Founder Shares as corresponding to services rendered during the 2022 financial
period.
17. Financial Instruments
17.1 Capital management
The capital structure of the Company consists of debt and equity of the Company.
55
The Company is not subject to any externally imposed capital requirements.
Board reviews the capital structure of the Company on a semi-annual basis. As part of this
review, the Board considers the cost of capital and the risks associated with each class of capital.
17.2 Categories of financial instruments
17.2.1 Financial assets
31 December 2022
31 December 2021
EUR 1,000
EUR 1,000
Financial assets:
Escrow Accounts
481,751
481,915
Trade and other receivables
253
231
482,004
482,146
The fair value of the receivables approximates the carrying amounts.
17.2.2 Financial liabilities
31 December 2022
31 December 2021
EUR 1,000
EUR 1,000
Financial liabilities:
Founder Warrants
1,451
4,836
Public Warrants
2,901
9,671
Trade and other payables
394
235
4,746
14,742
The fair value of the current liabilities approximates the carrying amount due to its short-term character.
17.3 Financial risk management objectives
The Company manages the financial risks relating to its operations through internal risk controls and
meetings which analyse exposures by degree and magnitude of risks. These financial risks might include
principally market risk, liquidity risk and credit risk.
56
The Company's risk management objectives and policies are also consistent with those disclosed in the
Prospectus.
17.3.1 Exposure to Market risk
Pegasus is primarily exposed to the financial risk of changes to interest rates. During the Period, there has
be
and measured.
In addition, and as the Warrants are recognised at fair value and are liabilities on the balance sheet of the
Company, the Company is also exposed to the volatility of the Warrants. Tthen
deviate over time because Warrant price can fluctuate due to changing market conditions. The Warrants
are publicly traded at the Euronext Stock Exchange.
17.3.2 Exposure to Liquidity risk
the Offering through receipt
of (final amount following the partial exercise of the
Put Option by the Stabilisation Manager on 3 May 2021).
As at 31 December 2022 and considering the Offering and other operational costs paid during the Period,
the cash available in the current account amounts to approximatel0.8 million.
While the Company expects that it will have enough funds available to operate until the Business
Combination D 2.0 million of Excess Costs through the issuance of
loan or debt instruments to the Company, such as promissory notes, which may be repaid in cash or
converted at the Offer Price into up to 200,000 Unit Shares at the option of the Sponsors. The terms of such
loans, if any, have not been determined and no written agreements exist with respect to such loans. If the
Company completes a Business Combination, it may repay such loaned amounts out of the amounts
released out of the Escrow Accounts. Otherwise, such loans may be repaid only out of funds held outside
the Escrow Accounts. In the event that a Business Combination does not close, the Company may use a
portion of the working capital held outside the Escrow Accounts to repay such loaned amounts but no
proceeds from the Escrow Accounts should be used to repay such loaned amounts.
57
Maturities of financial liabilities are expected to be:
Carrying
amount
EUR 1,000
Total
EUR 1,000
<1 year
EUR 1,000
1-2 years
EUR 1,000
> 2 years
EUR 1,000
Founder Warrants
1,451
-
-
-
-
Public Warrants
2,901
-
-
-
-
Trade and other payables
406
406
406
-
-
Taxes and social security contributions payable
35
35
35
-
-
Total
4,793
441
441
-
-
The contractual maturities of the Founder Warrants and Public Warrants are not essential for an
understanding of the timing of the cash flows, because the Founder Warrants and Public Warrants holders
hold the right to buy Class A shares after a business combination for a fixed price for EUR 11.50.
The amounts in the maturity buckets are undiscounted and based on expected contractual dates.
The undiscounted amounts approximates the carrying amount which is on Fair Value.
17.3.3 Exposure to Credit risk
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial
loss to the Company.
Following the Private Placement, 100% of the IPO Proceeds were put into the two Escrow Accounts opened
by Stichting Pegasus Europe Escrow and held with Citibank Europe Plc, Netherlands Branch and J.P. Morgan
Bank Luxembourg S.A.. The chance of default of these two banks is deemed very low based on the following
credit ratings as at 31 December 2022:
o Citibank Europe Plc has Aa3 A+ (S&P) and A+ (Fitch) long term credit ratings
and P-1 -1 (S&P) and F1 (Fitch) short term credit ratings
o J.P. Morgan Bank Luxembourg S.A. has Aa1 A+ (S&P) and AA (Fitch) long term
credit ratings and P-1 -1 (S&P) and F1+ (Fitch) short term credit ratings
The Company has also entered into an Escrow Agreement with a professional escrow agent (Intertrust
Escrow and Settlements B.V.) to monitor and manage the Escrow Accounts.
The cash used to fund the operational costs of Pegasus is held in a current account at ABN AMRO Bank N.V.
which is also deemed to have a very low chance of default considering the bank
58
and A (Fitch) long term credit ratings and P--1 (S&P), and F1 (Fitch) short term credit ratings
as at 31 December 2022.
18. Dividends
No dividends were paid or declared by the Company in the Period.
19. Current Shareholders and Related party transactions
Transactions with persons or companies that are, inter alia, members of the same group as the Company
or that are in control of or controlled by the Company must be disclosed unless they are already included
shareholder owns more than half of the voting rights in the Company or, by virtue of an agreement, has the
transactions with associated companies, including joint ventures, as well as transactions with persons who
members and intermediate entities. This includes the Sponsors, the Operating Partners, Statutory Directors,
and CFO and close members of their families, as well as those entities over which the Sponsors, the
Operating Partners, Statutory Directors, and CFO, respectively, or their close family members are able to
exercise a significant influence or in which they hold a significant share of the voting rights.
The Company has entered into Services Agreements with Tikehau Capital SCA and Financière Agache SA,
respectively to provide certain services in connection with the launch of the Offering and Admission,
ongoing services after the Offering and Admission and in connection with an actual or potential Business
Combination. In consideration for such services the Company has paid
following the IPO and has agreed
Combination and the liquidation of the Company. Similarly the Company has paid Financière Agache SA
Offering and Admission. In
addition, the Company will pay an annual cash remuneration to the Operating Partners and the CFO, which
greements, each of Tikehau Capital SCA and Financière Agache
SA have agreed not to take any recourse on the Escrow Accounts for payment of any amount owed by the
Company in connection with the Services Agreements.
In connection with the consummation of the Offering, Tikehau Capital and Financière Agache entered into
a Forward Purchase Agreement with the Company, pursuant to which each of Tikehau Capital and Financière
Agache unconditionally commits to purchase from the Company up to 5,000,000 Class A Ordinary Shares
private placement that would close simultaneously with, and in such an amount as determined by the Board
(acting unanimously) in connection with, the closing of the Business Combination.
59
Following the partial exercise of the Put Option, the Sponsors subscribed for (i) 12,088,884 Founder Shares
(of which 84,000 Founder Shares issued to the Sponsors at nominal value and subsequently repurchased
by the Company against payment at par value to be held in treasury for the sole purpose of granting these
Founder Shares to the Company's independent Non-Executive Directors and Mike Assouline, subject to
completion of the Business Combination) and (ii) 8,059,256
Founder Warrant. Each Founder Warrant is exercisable to purchase one Class A Ordinary Share, in each case
exe
The Sponsors subscribed for an aggregate of 5,500,000 Unit Shares for an aggregate subscription price of
55,000,000 in the Offering on the same terms as those offered to investors pursuant to the Offering.
Isabelle Ealet as Statutory Director of the Company subscribed for an aggregate of 250,000 Unit Shares for
investors pursuant to the Offering.
Wassim Sacre as Statutory Director of the Company subscribed for an aggregate of 10,000 Unit Shares for
pursuant to the Offering.
Following the partial exercise of the Put Option, a total of 70,360,425 Class A Ordinary Shares, 27,511,104
Warrants and 84,000 Founder Shares have been issued to the Sponsors at nominal value and subsequently
repurchased by the Company against payment at par value to be held in treasury for the purpose of
effecting the (i) replacement of Unit Shares into Class A Ordinary Shares and Warrants (ii) replacement of
Founder Shares and Founder Warrants into Class A Ordinary Shares (iii) purchase of the Forward Purchase
Securities by Tikehau Capital and Financière Agache from the Company pursuant to the Forward Purchase
Agreement and (iv) Founder Shares granted to the Company's independent Non-Executive Directors and
Mike Assouline, subject to completion of the Business Combination.
20. Key management personnel compensation
The Executive Director (Jean Pierre Mustier) is entitled to a yearly cash compensation prior to completion
has been paid in full during the year 2022. The
remuneration of the Executive Director following a Business Combination, if any, shall be disclosed in the
shareholder circular published in connection with the Business Combination EGM.
The independent Non-Executive Directors (Isabel Fernandez, Wassim Eric Sacre, Isabelle Ealet) did not
receive any remuneration, other than the 25,000 Founder Shares allocated to each of the independent
Non-Executive Directors (in total 75,000 Founder Shares were allocated to the independent Non-Executive
Directors). Carmen Alonso, as Non-Executive Director (not independent) does not receive compensation
but is part as well of the key management.
60
Diego De Giorgi as Co-Chief Executive Officer is entitled to a yearly cash compensation prior to
in full during the year 2022. The
remuneration of Diego De Giorgi following a Business Combination, if any, shall be disclosed in the
shareholder circular published in connection with the Business Combination EGM.
Mike Assouline as the CFO is entitled to a yearly cash remuneration or cash compensation prior to
completion of in full during the year 2022, with an
indicative variable annual bonus for 2022 a total bonus of 9,000 Founder Shares to
be delivered subject to the Business Combination. The remuneration of the CFO following a Business
Combination, if any, shall be disclosed in the shareholder circular published in connection with the
Business Combination EGM.
Key management personnel compensation comprised:
1 January 2022-31 December 2022
2 February 2021-31 December 2021
EUR 1,000
EUR 1,000
Short-term employee benefits
427
305
Post-employment benefits
25
10
Other long-term benefits
-
-
Termination benefits
-
-
Share-based payment
210
140
662
455
The Company repurchased 84,000 Founder Shares, which were then transferred to the Company's
independent non-executive directors and Chief Financial Officer, subject to the condition precedent of (i)
the Company publishing a press release by the Company announcing the entering into a Business
Combination and (ii) the respective person still being a non-executive director of the Company or the
Chief Financial Officer, respectively.
In accordance with IFRS 2 and the note 16, the Comp210,000 as
share--
Executive Directors and CFO as corresponding to services already rendered during the 2022 financial
period.
These Founder Shares are accounted for as equity-settled share-based payment under IFRS 2 and are
, ie. as determined by the valuation specialist at the time of the
61
IPO of the Company when the arrangements have been agreed between the independent non-executive
directors / the Chief Financial Officier and the Company
The compensations, including pension costs as referred to in Section 2:383(1) of the Dutch Civil Code,
charged in the financial year to the Co317,500 212,657) for statutory
directors (Executive Director and Non-Executive Directors).
21. External Auditor’s remuneration
In 2021 Mazars N.V. B.V. has been appointed as independent External Auditor of the Company. The
35,000
(20,000 in 2021).
22. Off balance-sheet commitments
On 25 April 2021, Pegasus Europe signed an agreement with Citigoup Global Markets Europe and J.P.
-end fee payable to the
ring
red Offering Commission will be deducted from the amount in the Escrow
Accounts.
In addition, and as part of the IPO process and the search for a potential Business Combination target, the
Company may potentially pay the following fees upon completion of the Business Combination:
• of strategic communication support related to
any potential Business Combination
• of listing agency services
•
provided to the Company
• ompany in respect of strategic and due diligence services
related to any potential Business Combination
23. Events occurring after the reporting period
Subsequent to 31 December 2022, the Company has convened a general meeting to be held at 2 May
2023 for the purpose of adopting a resolution to dissolve and liquidate the Company and to delist the
Units, Class A Ordinary Shares and Public Warrants. Subject to the approval of the liquidation by the
shareholders of the Company, the valuation of the Public Warrants and Founders Warrants might be
directly impacted having then a nil value considering that a Business Combination will not be concluded.
As mentioned as well in the note 3.6 to the financial statements, the Company, on the assumption it
62
will be liquidated, has engaged discussions with the Dutch Tax Authorities regarding the current
accounting of the VAT as receivables or its reclassification as a liability.
63
24. Approval of financial statements
The financial statements were approved by the Board of directors and authorized for issue on 21 March
2023.
Signature page to the Annual Report of Pegasus Acquisition Company Europe B.V. for the financial year
ended December 31, 2022.
By signing this signature page, the Annual Report of Pegasus Acquisition Company Europe B.V. for the
financial year ended December 31, 2022, is approved.
Signed : Jean Pierre Mustier
Title : Executive director
Signed : Isabelle Ealet
Title : Non-executive director
Signed : Isabel Fernandez
Title : Non-executive director
Signed : Carmen Alonso
Title : Non-executive director
Signed : Wassim Eric Sacre
Title : Non-executive director
64
Other Information
Provisions of Articles of Association concerning profit appropriation
The provisions regarding the reservation and distribution of profits are included in Article 33 of the
Articles of Association. The following provisions have been mentioned in the aforementioned Article:
1. Subject to Articles 31.1 and 31.2, the profits shown in the Company's annual accounts in respect
of a financial year shall be appropriated as follows, and in the following order of priority:
a. the Board shall determine which part of the profits shall be added to the Company's
reserves; and
b. subject Article 27, the remaining profits shall be at the disposal of the General Meeting
for distribution on the Class A Ordinary Shares and the Units Shares.
2. Subject to Articles 31.1 and 31.2, a distribution of profits shall be made after the adoption of the
annual accounts that show that such distribution is allowed.
3. The Board may resolve to make interim distributions to holders of class A ordinary shares and unit
shares, provided that the requirements referred to in Articles 31.1 and 31.2 have been met.
The Board proposes to add the current results over the period to the accumulated deficits. This proposal
has not yet been reflected in the financial statements.
66
Independent Auditor’s Report
Mazars Accountants N.V. with its registered office in Rotterdam (Trade register Rotterdam nr. 24402415)
Watermanweg 80
P.O. Box 23123
3001 KC Rotterdam
The Netherlands
T: +31 88 277 20 70
marc.vazel@mazars.nl
Independent auditor’s report
To the shareholders and board of
Pegasus Acquisition Company Europe B.V.
Report on the audit of the financial statements 2022
included in the annual report
Our opinion
We have audited the 2022 financial statements of Pegasus Acquisition Company Europe B.V. in
Amsterdam. The financial statements comprise the company financial statements.
In our opinion the accompanying financial statements give a true and fair view of the financial position of
Pegasus Acquisition Company Europe B.V. as at 31 December 2022 and of its result and its cash flows
for 2022 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.
The financial statements comprise:
1. the statement of financial position as at 31 December 2022;
2. the following statements for the period from 1 January 2022 to 31 December 2022:
the profit and loss and other 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 Pegasus Acquisition Company Europe B.V. in accordance with the
EU Regulation on specific requirements regarding statutory audit of public-interest entities, the Wet
toezicht accountantsorganisaties (Wta, Audit firms supervision act), 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).
67
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Financial statements are prepared on a discontinuity basis
We draw attention to note 2.1. Going Concern of the financial statements which indicates that the
financial statements are prepared on a discontinuity basis, considering that the Company expect that the
completion of a Business Combination will not be concluded by the Business Combination deadline and
is therefore proposing the dissolution and liquidation of the Company will during its general meeting on
2 May 2023. Our opinion is not modified in respect of this matter.
Information in support of our opinion
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 following information in support of our opinion and any findings was
addressed in this context, and we do not provide a separate opinion or conclusion on these matters.
Materiality
Based on our professional judgement we determined the materiality for the financial statements as a
whole at € 4.8 million. The materiality is based on 1% of the total assets. 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 supervisory board that misstatements in excess of € 145 thousand, which are
identified during the audit, would be reported to them, as well as smaller misstatements that in our view
must be reported on qualitative grounds.
Audit response to the risks of fraud and non-compliance with laws and regulations
Our fraud risk assessment
During our audit we obtained an understanding of the entity and its environment, including the risk
assessment process and management’s process for responding to the risks of fraud and monitoring the
system of internal control and how the supervisory board exercises oversight, as well as the outcomes.
We refer to the Director’s Report and Non-Executive Director’s Report in which the board reflects on this
risk assessment.
68
As in all our audits, we identified the risks of management override of controls. This risk is related to the
areas of accounting estimates and manipulation of accounting records during the preparation of the
financial statements.
Our response to the identified and assessed fraud risks
We performed the following specific procedures:
• we evaluated the design and implementation of relevant internal controls in the financial statements,
such as segregation of duties and systems of authorisations;
• we made enquiries of individuals involved in the financial reporting process about inappropriate or
unusual activity relating to the processing of journal entries and other adjustments;
• we selected journal entries and other adjustments made during the year, at the end of the reporting
period and post-closing entries;
• we examined the underlying audit documentation of the selected journal entries and other
adjustments;
• we evaluated key estimates and judgements for bias by management, including retrospective
reviews of prior year’s estimates with respect to the valuation of the warrants.
In addition, we also performed the following more general procedures:
• we reviewed significant contracts, including the escrow agreement. We determined that the amount
on the escrow account can only be released under very strict conditions;
• we evaluated whether transactions with related parties have been identified and appropriately
disclosed;
• we have incorporated an element of unpredictability in the selection of the nature, timing and extent
of our audit procedures. We will not disclose these audit procedures here in detail, because we do
not want that individuals within the entity become familiar with these audit procedures, because they
can exploit this knowledge to conceal fraudulent financial reporting in the future.
Our response to non-compliance with laws and regulations
We obtained an understanding of the relevant laws and regulations. We identified the following laws and
regulations that have an indirect effect on the financial statements: anti-bribery and corruption,
competition and data privacy laws. We held enquiries with management and the audit committee as to
whether the entity is in compliance with these laws and regulations. We remained alert to indications of
non-compliance throughout the audit, held enquiries with legal counsel, and obtained a written
representation from management that all known instances of non-compliance with laws and regulations
were disclosed to us.
69
Our observation
The aforementioned audit procedures have been performed in the context of the audit of the financial
statements. Consequently they are not planned and performed as a specific investigation regarding fraud
and non-compliance with laws and regulations. Our audit procedures did not lead to any findings.
Our key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in the
audit of the financial statements. We have determined that there are no key audit matters to be
communicated in our report.
Report on the other information included in the annual report
The annual report contains other information, in addition to the financial statements and our auditor's
report thereon. The other information consists of:
• the statutory directors’ report;
• the non-executive directors’ report;
• the remuneration report;
• the corporate governance report;
• the statement of directors’ responsibilities;
• the other information pursuant to Part 9 of Book 2 of the Dutch Civil Code
Based on the following procedures performed, we conclude that the other information:
● is consistent with the financial statements and does not contain material misstatements;
● contains all the information regarding the directors´ report, the non-executive directors’ report,
remuneration report and the other information as required by Part 9 of Book 2 of the Dutch Civil
Code and articles 2:135b and 2:145 paragraph 2 of the Dutch Civil Code.
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 substantially less than the
scope of those performed in our audit of the financial statements.
70
Management is responsible for the preparation of the other information, including the director’s report in
accordance with Part 9 of Book 2 of the Dutch Civil Code, the remuneration report in accordance with
articles 2:135b and 2:145 paragraph 2 of the Dutch Civil Code and other 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 board as auditor of Pegasus Acquisition Company Europe B.V. on 23 March
2022, for 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 audit of public-interest entities.
European Single Electronic Format (ESEF)
Pegasus Acquisition Company Europe B.V. has prepared its annual report in ESEF. The requirements
for this format are set out in the Commission 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 partially marked-up financial
statements as included in the reporting package by Pegasus Acquisition Company Europe B.V.,
complies in all material respects with the RTS on ESEF.
Management is responsible for preparing the annual report including the financial statements in
accordance with the RTS on ESEF, whereby management combines the various components into a
single reporting package. Our responsibility is to obtain reasonable assurance for our opinion whether
the annual report in this reporting package complies 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).
71
Our examination included among others:
●
obtaining an understanding of the entity's financial reporting process, including the preparation
of the reporting package;
●
obtaining the reporting package and performing validations to determine whether the reporting
package containing the Inline XBRL instance document and the XBRL extension taxonomy files
are prepared in accordance with the technical specifications as included in the RTS on ESEF;
●
examining the information related to the financial statements in the reporting package to determine
whether all required mark-ups have been applied and whether these are in accordance with the RTS
on ESEF.
Description of responsibilities regarding the financial statements
Responsibilities of management and the board
for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements in
accordance with EU-IFRS and with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management
is responsible for such internal control as management determines is necessary to enable the
preparation of the financial statements that are free from material misstatement, whether due to fraud or
error.
As part of the preparation of the financial statements, management is responsible for assessing the
company's ability to continue as a going concern. Based on the financial reporting frameworks
mentioned, management should prepare the financial statements using the going concern basis of
accounting, unless management either intends to liquidate the company or to cease operations, or has
no realistic alternative but to do so.
Management 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.
The board is responsible for overseeing the company's financial reporting process.
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.
72
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.
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 for one 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 entity's internal control;
● evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management;
● concluding on the appropriateness of management'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.
Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising
and performing the group audit. In this respect we have determined the nature and extent of the audit
procedures to be carried out for group entities. Decisive were the size and/or the risk profile of the group
entities or operations. On this basis, we selected group entities for which an audit or review had to be
carried out on the complete set of financial information or specific items.
73
We communicate with the board
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 audit 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 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.
From the matters communicated with the board, 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.
Rotterdam, 21 March 2023
Mazars Accountants B.V.
Original has been signed by: M. Vazel RA