Untitled

ANNUAL REPORT FOR THE PERIOD FROM 1

JANUARY 2022 UP TO AND UNTIL 31 DECEMBER

2022

TABLE OF CONTENTS

Page

MANAGEMENT REPORT ...................................................................................................................... 3

REPORT OF THE NON-EXECUTIVE DIRECTORS ........................................................................... 23

STATEMENT OF DIRECTORS’ RESPONSIBILITIES ......................................................................... 30

FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2022 UP TO AND UNTIL 31

DECEMBER 2022 ........................................................................................................................ 32

OTHER INFORMATION ....................................................................................................................... 61

INDEPENDENT AUDITOR’S REPORT ............................................................................................... 62

MANAGEMENT REPORT

General

VAM Investments SPAC B.V. (“VAM Investments SPAC” or the “Company”) is a private limited liability

company incorporated under Dutch law (besloten vennootschap met beperkte aansprakelijkheid), with

its statutory seat in Amsterdam, the Netherlands, and its registered office at Via Manzoni 3, 20121 Milan,

Italy, and registered in the Trade Register of the Dutch Chamber of Commerce (handelsregister van de

Kamer van Koophandel) under number 82465207, and operating under the laws of the Netherlands.

The Company’s Legal Entity Identifier is 724500WU54AQ8OJ2SU41. VAM Investments SPAC was

admitted to listing and trading on Euronext Amsterdam, the regulated market operated by Euronext

Amsterdam N.V. on 19 July 2021 following an initial public offering (“IPO”) of Units (as defined below)

pursuant to which it raised €210,326,560 in gross proceeds (the “IPO Proceeds”).

VAM Investments SPAC is a Special Purpose Acquisition Company (“SPAC”) and was incorporated for

the purpose of effecting a merger, demerger, share exchange, asset acquisition, share purchase,

reorganisation or similar business combination with, or acquisition of, a business or company (a

“Target”) (a “Business Combination”) operating in the consumer products and services sector (the

“Target Sector”) that is headquartered or operating in the European Economic Area, Switzerland or the

United Kingdom, although it may pursue a Business Combination opportunity in any geography, industry

or sector. VAM Investments Group S.p.A. is the sponsor of the Company (the “Sponsor”).

Each unit sold to investors in the IPO (the “Units”) comprised:

(i) one ordinary share in the share capital of the Company, each having a nominal value of €0.01

(jointly, the “Ordinary Shares”); and

(ii) a right to receive one-half (1/2) of a redeemable warrant issued by the Company (jointly, the

“Warrants”). During the exercise period described in the prospectus relating to the IPO dated 14

July 2021 (the “Prospectus”), each whole Warrant entitles an eligible holder to acquire one

Ordinary Share, at the exercise price of €11.50 per Ordinary Share, subject to certain anti-dilution

provisions, in accordance with the terms and conditions of the Warrants and the Founder

Warrants (as defined below) as published on the Company’s website (the “Warrant T&Cs”). The

Prospectus can be found on the Company’s website.

The Units traded on Euronext Amsterdam as Ordinary Shares with (cum) a right to acquire one-half

(1/2) of a Warrant until 27 July 2021, on which day a distribution in kind was made at the expense of

the general share premium reserve maintained by the Company, whereby one-half (1/2) of a Warrant

was distributed to each holder of Ordinary Shares on the record date, after which the Ordinary Shares

and the whole Warrants commenced trading separately on Euronext Amsterdam. Entitlements to

fractions of Warrants were forfeited.

About VAM Investments SPAC

Capital structure

As at 31 December 2022, the Company’s issued capital consisted of the following:

(i) €52,581.64, representing approximately 4.16% of the Company’s issued capital, consisting of

5,258,164 founder shares, each having a nominal value of €0.01 (the “Founder Shares”). The

Founder Shares shall not share in any profits nor in the reserves of the Company, other than in

case of a Liquidation (as defined below) in accordance with a pre-determined order of priority as

laid down in the Company’s articles of association as in force on the date hereof (the “Articles

of Association”). The Founder Shares will be converted into newly issued Ordinary Shares

following a Business Combination on a one-for-one basis, subject to adjustment for share sub-

divisions, share capitalisations, reorganisations, recapitalisations and such, in accordance with

the promoted schedule the terms of which are set out in the Prospectus;

(ii) €200,000, representing approximately 15.84% of the Company’s issued capital, consisting of the

founder share F1 in the Company with a nominal value of €200,000 (the “Founder Share F1”);

(iii) €210,326.56, representing approximately 16.65% of the Company’s issued capital, consisting of

21,032,656 Ordinary Shares, each having a nominal value of €0.01; and

(iv) €800,000, representing approximately 63.35% of the Company’s issued capital, consisting of the

80,000,000 Ordinary Shares held in treasury, for purposes of, inter alia, (i) the delivery of

Ordinary Shares upon the exercise of the Warrants and (ii) future issuances of securities of the

Company that are convertible into, exchangeable for or exercisable for Ordinary Shares to fund,

or otherwise in connection with, the Business Combination. As long as the Company’s treasury

shares are held in treasury, they will not yield dividends or rights to other distributions, entitle the

Company as a holder thereof to voting rights, count towards the calculation of dividends, or other

distributions or voting percentages, and be eligible for redemption. The Company’s treasury

shares are admitted to listing and trading on Euronext Amsterdam.

The Company further:

(i) has 10,516,328 Warrants in circulation;

(ii) has 9,809,796 rights to subscribe for one ordinary share in the capital of the Company (the

“Founder Warrants”) in circulation, which are, however, deemed embedded in and form part of

the Founder Share F1 held by the Sponsor. During the exercise period described in the

Prospectus, each whole Founder Warrant entitles an eligible holder to acquire one newly issued

Ordinary Share, at the exercise price of €11.50 per Ordinary Share, subject to certain anti-dilution

provisions, in accordance with the Warrant T&Cs; and

(iii) holds 40,000,000 Warrants in treasury for purposes of, inter alia, future issuances of securities

of the Company that are convertible into, exchangeable for or exercisable for Ordinary Shares

to fund, or otherwise in connection with, the Business Combination. As long as these Warrants

are held in treasury, they will not be exercisable. The Warrants held in treasury are admitted to

listing and trading on Euronext Amsterdam.

Business Combination

The Company continues its search for a Business Combination with a Target, which is to be completed

within the 24-month period from the settlement date of the IPO (the settlement date of the IPO, being

21 July 2021, the “Settlement Date”), being 21 July 2023, plus an additional six months subject to

approval by the general meeting (algemene vergadering) of the Company (the “General Meeting”) (the

“Business Combination Deadline”), as announced in the Prospectus.

If the Company proposes to complete a Business Combination, it will convene an extraordinary General

Meeting and propose the Business Combination to the Company’s shareholders (the “Business

Combination EGM”). The resolution by the Board to complete a Business Combination will require the

prior approval of a simple majority of the votes cast on the Ordinary Shares and the Founder Shares at

the Business Combination EGM. If a proposed Business Combination is not approved at the Business

Combination EGM, the Company may (i) provide notice of a subsequent General Meeting and submit

the same proposed Business Combination for approval or (ii) seek other potential Targets, provided that

the Business Combination must be completed prior to the Business Combination Deadline.

No Business Combination by the (initial) Business Combination Deadline

Exercise of six-month extension option

As disclosed in the Prospectus, the Board may request the (annual) General Meeting to vote on granting

a six-month extension of the initial Business Combination Deadline, being 21 July 2023. If the General

Meeting were to approve such extension, the Business Combination Deadline would be extended to 21

January 2024. If the Board decides to request the General Meeting to vote on granting a six-month

extension, a resolution to that effect will be included as an agenda item in the relevant General Meeting

convocation notice and explained in the explanatory notes thereto.

Launch of a repurchase procedure followed by a Liquidation

If the Company does not complete a Business Combination by the Business Combination Deadline,

being either the initial deadline of 21 July 2023 or, if requested from and granted by the General Meeting,

the extended deadline of 21 January 2024, the Company intends to, as soon as reasonably possible

thereafter, initiate a repurchase procedure allowing the holders of Ordinary Shares (the “Ordinary

Shareholders”) to receive as consideration in such Ordinary Share repurchase procedure an amount

equal to a pro rata share of the IPO Proceeds held in the Escrow Account, which the Company

anticipates will amount to €10.00 per Ordinary Share plus any net interest (for the avoidance of doubt,

on an after-tax basis) earned thereon. The Board will set and announce by press release an acceptance

period for the repurchase of Ordinary Shares. Holders of Ordinary Shares will need to take steps to

have their Ordinary Shares repurchased by the Company, as will be set out by the Company around

that time. Ordinary Shareholders who fail to participate in the repurchase procedure at such time are

dependent on the Liquidation of the Company to receive any repayment in respect of their Ordinary

Shares and such amount may be different from, and will be paid later than (and possibly much later

than), that available if such holder of Ordinary Shares had participated in the repurchase procedure.

Subsequently, the Company intends to, as soon as reasonably possible, and in any event, within no

more than two months from the Business Combination Deadline, at the proposal of the Board, convene

a General Meeting for the purpose of adopting a resolution to (i) dissolve and liquidate the Company

and (ii) delist the Ordinary Shares and the Warrants (the “Liquidation”). To the extent that any assets

remain after payment of all debts, those assets will be distributed to the holders of Ordinary Shares and

Founder Shares in the following order (each to the extent possible and in accordance with applicable

laws and regulations):

(i) first, the repayment of the nominal value of each Ordinary Share to the Ordinary Shareholders

pro rata to the number of Ordinary Shares held by them;

(ii) secondly, an amount per Ordinary Share to Ordinary Shareholders equal to the share premium

amount that was included in the subscription price on the initial issuance of the Ordinary Shares

(i.e. €10.00 – €0.01 = €9.99), plus or minus the pro rata amount of any interest accrued or

incurred on the Escrow Account;

(iii) thirdly, the repayment of the nominal value of each Founder Share to the holders of the Founder

Shares pro rata to the number of Founder Shares held by them;

(iv) fourthly, the repayment of the paid-up part of the nominal value of the Founder Share F1 plus an

aggregate annual return of €1.00 to the holder of Founder Share F1; and

(v) finally, the distribution of any Liquidation surplus remaining to the holders of the Founder Shares

pro rata to the number of Founder Shares held by them.

The foregoing distributions will be made in accordance with applicable laws and regulations. Moreover,

any contingent or potential liabilities, gains or recoveries may delay completion of the Liquidation until

such time that they become actual.

There will be no distribution of proceeds or otherwise with respect to any of the Warrants

or the Founder Warrants, and all such Warrants and Founder Warrants will automatically

expire without value upon occurrence of such a Liquidation. Escrow Account

On the Settlement Date, an amount equal to the IPO Proceeds was deposited in an escrow account

held with Banca Nazionale del Lavoro S.p.A. (the “Escrow Account”), bearing interest at the rate of

EURIBOR 3M + 5bps.

Following the IPO, the Escrow Account was initially subject to the incurrence of negative interest

(“Negative Interest”). To provide compensation for the incurrence of Negative Interest in respect of the

IPO Proceeds, the Sponsor committed to bear up to 1% of any Negative Interest incurred in respect of

the IPO Proceeds, amounting to up to €2,103,266 (the “Negative Interest Cover”). However, as a result

of the prevailing EURIBOR interest rate environment since the Settlement Date, the Company

anticipates that the IPO Proceeds will have earned net interest income (for the avoidance of doubt, on

an after-tax basis) upon release of funds held in the Escrow Account. As a result, the Company

anticipates that upon occurrence of:

(a) an Ordinary Share repurchase procedure to be launched by the Company (x) under the

Redemption Arrangement (as defined in the Prospectus) in connection with a Business

Combination, (y) in connection with an Amendment or (z) prior to a Liquidation; or

(b) liquidation distributions in accordance with the Liquidation waterfall contained in the Articles of

Association,

participating Ordinary Shareholders will receive, as consideration in such Ordinary Share repurchase

procedure or as distribution in connection with a Liquidation, as the case may be, an amount equal to

€10.00 per Ordinary Share plus any net interest (for the avoidance of doubt, on an after-tax basis)

earned thereon (i.e., a pro rata share of the IPO Proceeds held in the Escrow Account plus any net

interest (for the avoidance of doubt, on an after-tax basis) earned thereon). To the extent that there is

any Negative Interest Cover or net interest earned thereon available for distribution thereafter, such

monies will be remitted to the Sponsor.

Costs

In addition to the Negative Interest Cover, the Sponsor provided €7,706,530.80 to VAM Investments

SPAC through its subscription for Founder Shares to cover the costs (together with the Negative Interest

Cover, the “Costs Cover”) related to the IPO and as initial working capital of VAM Investments SPAC

(i.e. costs relating to the search for a Target and other running costs). The funds contributed by the

Sponsor through its subscription for the Founder Shares will be fully at risk for the Sponsor in the event

no Business Combination is completed by the Business Combination Deadline.

As agreed in the letter agreement entered into on 16 July 2021 between the Sponsor, the Directors, the

CFO and the Company (the “Letter Agreement”) and published on the Company’s website, and as

previously disclosed in the Prospectus, to the extent the Sponsor, at the request of the Board, elects to

finance any costs in excess of the Costs Cover (through the issuance of loan or debt instruments to the

Company, such as promissory notes or lines of credit), any amounts to be repaid to it, or any part

thereof, may, at its election, be settled for additional rights to acquire an equivalent number of Founder

Warrants under the Founder Share F1 at a subscription price of €1.00 per Founder Warrant. Throughout

the financial year ended on 31 December 2022, no such additional financing was requested or extended.

The Company and the Sponsor have entered into an administrative services agreement (the

“Administrative Services Agreement”) pursuant to which the Sponsor provides free-of-charge

secretarial, financial and administrative services to the Company, and any other services as agreed

between the Company and the Sponsor.

Board Structure

The Company has a one-tier board of directors (the “Board”), consisting of executive Directors

(uitvoerende bestuurders) and non-executive Directors (niet-uitvoerende bestuurders) (the “Directors”).

The executive Directors are responsible for the Company’s day-to-day management, which includes,

among other things, formulating the strategies and policies and setting and achieving the Company’s

objectives. The non-executive Directors are charged with the supervision of the performance of duties

by the executive Directors as well as the general course of affairs of the Company and the business

connected with it. Each Director has a duty to the Company to properly perform the duties assigned to

each member and to act in the Company’s corporate interest. Under Dutch law, the corporate interest

extends to the interests of all the Company’s stakeholders, including the Company’s securities holders,

creditors and employees.

In addition to the Board, the Company has an audit committee (the “Audit Committee”), which

exercises the duties as prescribed in the Decree establishment audit committee (Besluit instelling

auditcommissie). The Board is responsible for the governance structure of the Company. As at the date

of this management report, the provisions in Dutch law which are commonly referred to as the “large

company regime” (structuurregime) do not apply to the Company. The Company does not intend to

voluntarily apply the “large company regime”.

Carlo Di Biagio has been serving as the chief financial officer (“CFO”) of the Company as of the

Settlement Date but is not part of the Board.

Executive Directors

Francesco Trapani and Marco Piana are the executive Directors of VAM Investments SPAC.

Francesco Trapani has been with the Company since its incorporation and has been serving as an

executive Director with the title of chairman of the Board since the Settlement Date (except for the

temporary leave of absence granted to him by the Board for the period started on 27 August 2021 and

ended on 31 December 2021). He also serves as chairman of the board of the Sponsor. He is a globally

recognised figure in the luxury sector (which includes watches and jewellery), having built one of hard

luxury’s champions, as chief executive officer of the Bulgari Group from 1984 to 2011, and run one of

the most important divisions of the largest hard luxury conglomerate in the world, as chairman and chief

executive officer of LVMH’s Watches and Jewellery department, from 2011 to 2014. In February 2017,

following a significant investment, he became a member of the board of directors of Tiffany & Co. Inc.,

and advised the company on the appointment of a new management team focused on innovation and

profitability, including chief executive officer Alessandro Bogliolo, in 2017. He stepped down from the

board in November 2019, following the announcement of an acquisition by LVMH for approximately

US$16 billion in the largest M&A transaction in the luxury sector to date. In May 2017, Francesco

became a shareholder of Tages Holding and assumed the role of executive vice chairman.

Francesco is also the chairman of Gruppo Florence, a high-end “made in Italy” garments group.

Francesco holds a degree in Economics and Commerce from the University of Naples and attended

further Marketing and Finance courses at New York University.

Marco Piana has been with the Company since its incorporation and has been serving as an executive

director and as the chief executive officer (“CEO”) of the Company since the Settlement Date. He also

serves as chief executive officer and managing partner of the Sponsor and has almost 20 years of

experience in the private equity sector. He began his career at McKinsey & Company in Milan before

moving to private equity with Investitori Associati in 2003. He was a director at Magenta and the British

firm 3i plc for five years, before becoming a partner at Fondo Italiano di Investimento. He founded the

Sponsor in 2011 to invest his personal funds, before opening up its investments to third parties in 2013.

Marco has completed private equity investments across various industries, including industrials, travel,

healthcare and B2B services. Marco currently serves as chairman of the board of Demengo, an Italian

optics chain, and Soundreef, a European music royalty management platform. He is also a member of

the board of directors of Gruppo Florence and Sicurezza e Ambiente. Marco holds a MSc in Engineering

from the Polytechnic of Turin and an MBA from Columbia Business School in New York.

Strategy and acquisition Criteria

The Company strongly believes that continuous consumer engagement while delivering quality products

to customers should be the Target Sector’s top strategic priority for the next few years. From a practical

perspective, the restrictions forced by the COVID-19 pandemic during recent years, along with changing

consumer preferences, have accelerated the rise of e-commerce as a critical distribution channel.

Legacy players with exposure to traditional channels and outmoded retail footprints will continue to be

challenged in this rapidly evolving environment, while innovative players with flexible business models

and cost structures, who are able to adapt and evolve quickly, will re-shape the broader industry.

Furthermore, the Company believes that certain other trends, including favourable demographic trends,

transparency of ingredients/materials and responsible sourcing, and the emergence and expansion of

speciality brands will continue to shape the sector and lead to potential investment opportunities.

Within the Target Sector, the Company believes certain segments are well positioned to benefit from,

and are aligned with, its investing expertise, including luxury and luxury value chain, lifestyle, physical

retail, online retail, consumer services and beauty and personal care (the “Target Segments”).

Within the Target Sector, the Company plans to seek out a Target with an enterprise value (i.e.

acquisition cost) of between €1.0 billion and €3.0 billion, that is based or has its main operations in, the

European Economic Area, Switzerland and/or the United Kingdom, and that has a competitive market

position and strong business fundamentals.

The Company intends to utilise certain criteria and guidelines to evaluate acquisition opportunities,

although it may decide to enter into a Business Combination with a Target that does not meet one or

more of these criteria and guidelines. As disclosed previously in the Prospectus, these criteria include

a Target that:

•

benefits from long-term attractive sector trends that the Company believes will continue over the

medium term and that will allow for stable growth;

•

has the ability to directly or indirectly cater to a global audience of consumers, regardless of

location;

•

is led by an outstanding management team, comprising one or more founders that are willing to

remain in their respective roles after the Business Combination, thereby providing management

and governance stability;

•

operates in a business with strong profitability and cash flow generation;

•

has strong client recognition and brand loyalty through clear and distinctive features, and with

strong B2C business content;

•

benefits from a solid competitive position, with high barriers to entry and/or that benefits from a

clear first-mover advantage; or that has a high market share in large markets within Europe, with

a leading or co-leading position and that is at the forefront of innovation (if a services provider);

•

is committed to strong ESG practices;

•

has unique or difficult-to-replicate intellectual property, such as know-how in craftsmanship,

manufacturing technologies, and research and development capabilities;

•

has both organic and inorganic growth potential, including by expanding product lines or

geographical presence, or that is well positioned, due to its size, profitability, availability of

managerial resources and funding, to acquire one or more competitors and thereafter

successfully integrate and benefit from consolidation synergies; and

•

has the ability to leverage digital selling platforms for future growth.

In selecting a Target, the Company will also consider the potential for Francesco Trapani, Marco Piana

and the other members of the Board to provide additional strategic guidance and support to the Target’s

management. Thanks to their background, profile and experience, Francesco Trapani, Marco Piana and

the other members of the Board are ideally positioned to become preferred partners for a Target’s

shareholders and management.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular

Business Combination may be based on these general guidelines as well as other considerations,

factors and criteria that the Directors may deem relevant.

Progress

Throughout the financial year that ended on 31 December 2022, the Board focussed on finding a

suitable Target for the Company. The Board has assessed, and is still assessing, a wide variety of

companies operating in multiple sectors, mainly across the Target Segments, in either a Business-to-

Business (“B2B”) or Business-to-Consumer (“B2C”) capacity, and has engaged in discussions with

several of them. The Directors source leads to potential Targets from (amongst others) their own

network of contacts, including entrepreneurs, executives and financial investors.

Despite extensive efforts to date, as at the date of this management report, none of these discussions

has resulted in a potential Business Combination with a Target that could be proposed to the Company’s

shareholders at the Business Combination EGM. Certain prospective targets were, through

investigation, found not to meet the Target business criteria, or otherwise would not result in a Business

Combination at an acceptable valuation, while others elected to pursue other strategic avenues like a

private sale. Some targets seemed hesitant to pursue a Business Combination due to macroeconomic

events impacting valuations and disappointing stock price performance in capital markets generally.

Outlook

The Board remains focused on the news regarding the ongoing war in Ukraine and the impact of other

global developments. It brings uncertainty for people and the economic environment and remains

concerning. VAM Investments SPAC continues to pursue a sound investment opportunity for its

shareholders but cannot rule out that this conflict, or matters like inflation, rising interest rates, financial

instability and other macroeconomic events impacting valuations or access to capital markets, will have

an impact on its operations in due course.

The Company is adapting its activities appropriately to factor in, to the extent possible, the current

circumstances and the challenging market environment. The Board continues discussions with, and/or

conducts preliminary due diligence on, potential Targets. The focus of the Company remains on a Target

in one of the Target Segments, in either a B2B or B2C capacity (although there is no guarantee that it

will do so). VAM Investments SPAC will always seek to form a Business Combination with a Target at

an acceptable valuation for its shareholders.

Financial developments 2022

Some of the financial highlights as at 31 December 2022 are:

•

Escrow Account plus working capital account balance: €213,564,167;

•

Trading price Ordinary Shares: €9.75 (closing price); and

•

Trading price Warrants: €0.34 (closing price).

The Company did not generate any operational revenues in the financial year that ended on 31

December 2022. The net interest returns in respect of the Escrow Account amounted to €677,387,

subject to any applicable taxation to be deducted upon release of the funds held in the Escrow Account.

The expenses incurred by the Company in the financial year 2022 include, amongst others, audit and

advisory costs, legal fees, Directors’ fees and bank costs. This has overall resulted in an after-tax loss

of €6,733,569 over the period from 1 January 2022 up to and until 31 December 2022.

As at 31 December 2022, the aggregate funds held in the Escrow Account amounted to €212,332,368.

Going Concern

The Company’s management notes that the Business Combination Deadline, being either the initial

deadline of 21 July 2023 or, if requested from and granted by the General Meeting, the extended

deadline of 21 January 2024, is approaching. Moreover, the ongoing war in Ukraine and related matters

like inflation, rising interest rates, financial instability and other macroeconomic events impacting

valuations or access to capital markets remain concerning. These conditions indicate the existence of

a material uncertainty, which may cast significant doubt about the company’s ability to continue as a

going concern – that is, whether it will be able to continue its operations and meet its liabilities for at

least 12 months from the date of the Financial Statements.

While not compromising its focus on the business fundamentals for any given opportunity, the Company

is adapting its activities appropriately to factor in, to the extent possible, the current circumstances and

the challenging market environment. However, the Company’s management remains focused on

completing a Business Combination on or before the Business Combination Deadline. The balance of

the Company’s bank accounts as at 31 December 2022 is considered to be sufficient to cover working

capital, running costs and expenses and further liabilities as they fall due. Therefore, there is a

reasonable expectation that the Company will be able to continue its operations and meet its liabilities

for at least 12 months from the date of the Financial Statements, despite the approaching Business

Combination Deadline. Consequently, it is appropriate to adopt the going concern basis in preparing

the financial reporting.

Corporate Social Responsibility

The Company aims to complete a Business Combination with a Target that is committed to strong

environmental, social, and corporate governance (ESG) practices. The executive Directors believe that

the most successful companies of the next decade will find solutions to address challenges that

contribute to positive outcomes and unlock lasting economic value. The executive Directors believe that

by investing in a more inclusive and sustainable future, a company can consistently create both long-

term economic value and measurable societal impact.

Code of Conduct

The Board has adopted a code of conduct and ethics (“Code of Conduct”) that applies to its Directors

and any person working under a contract of employment, service or otherwise performing tasks for the

Company. The principles and best practices established in the Code of Conduct reflect the corporate

culture that the Board wants to embed in the day-to-day routine of these individuals. The Code of

Conduct includes topics such as employees’ and human rights, health and safety, gifts, anti-bribery and

confidential information. The Code of Conduct can be found on the Company’s website.

The Directors and employees of the Company are offered the opportunity to report irregularities or

suspicions with regards to the Code of Conduct, safety policies or any form of misbehaviour without

bringing their (legal) position in jeopardy. Reporting of such instances can be done to designated

persons. The whistleblowing policy is included in the Code of Conduct. No irregularities were reported

in the financial year 2022.

Insider trading policy

The Company has implemented regulations covering security transactions by the members of the Board

and other employees. The insider trading policy is published on the Company’s website. The insider

trading policy aims to promote compliance with the relevant obligations and restrictions under applicable

securities law.

Research and Development

Due to the nature of the Company as a SPAC, it does not conduct any research and development

activities.

Special circumstances

At the date of this management report, there have been no special circumstances, not included in the

Financial Statements (as defined below), that have affected expectations.

Risks and Uncertainties

Below is a summary of risks relating to the Company, particularly as a SPAC prior to the completion of

a Business Combination, as well as the Company’s willingness to take on risks in pursuit of its strategic

objectives (i.e. its risk appetite), an indication of the likelihood of any of these risks materialising and the

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 our securities. Additional risks not known to

the Company, or currently believed not to be material, could later turn out to have a material impact on

the Company’s business, revenue, assets, liquidity, capital resources or net income. The Company’s

risk management objectives and policies are consistent with those disclosed in the Prospectus.

Risk

category

Risk description

Risk

appetite

Likelihood

Potential

impact

appropriate for a Business

Combination

To the extent possible, for each risk factor described below, the Company set out how it believes these

risks may potentially be mitigated. However, the Company may not be successful in deploying some or

all of these mitigating actions effectively. If circumstances occur or are not sufficiently mitigated, the

Company’s 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 the Company’s ability to meet

its objectives or be detrimental to its financial condition or reputation.

The Company has faced and may face significant competition for Business

Combination opportunities

The Company has faced and may encounter significant competition in some or all of the Business

Combination opportunities that it may (yet) explore, which may reduce the number of potential Targets

available or increase the consideration the Company will need to pay to successfully acquire such

Target.

The Company has competed and may compete with larger, better funded and/or more established

companies, including strategic buyers, sovereign wealth funds, other SPACs from both Europe and the

United States, and public and private investment funds, many of which are well established and have

extensive experience identifying and completing business combinations. Such competition will persist

up to the Business Combination Deadline. A number of these competitors may also possess greater

technical, human and other resources and/or may be better placed to source investment opportunities

than the Company. In addition, some of them may have more time to complete a transaction and/or be

better placed to complete a Business Combination than the Company, in particular due to a lack of the

internal and external constraints which apply to the Company, as a SPAC. As a result of this competition,

the Company may be unable to complete a Business Combination, even after having spent considerable

time negotiating with the Target, or may be required to engage in a competitive bidding process that it

may lose, which could result in the Company facing substantial unrecovered transaction costs, legal

costs or other expenses. Increased competition may also decrease the Company’s leverage in

negotiations and may limit the time available to engage in due diligence.

In addition, if the Company does eventually successfully complete a Business Combination, the

consideration it pays may be higher than would otherwise have been the case, absent having to

compete for the Target, as a result of which the effective return on investment for investors may be

lower than might otherwise have been the case, and the Company would have fewer financial resources

available to invest in further growth of the Target.

The Company believes that, with approximately 200 years of combined sector experience, the depth of

its Board and broader leadership team’s sector expertise and industry relationships is an important

differentiator in attracting high-quality and proprietary deal flow. Moreover, the Board has a proven track

record with leading global brands, including Bulgari, LVMH and Tiffany & Co, amongst others, of

optimising a company’s journey to the public market, as well as in delivering significant value in

connection with acquisitions. This provides the Company with a competitive advantage in identifying

acquisition opportunities to complete the Business Combination.

The Company may not complete a Business Combination by the Business Combination

Deadline

Despite extensive efforts to date, the Company may not be able to propose a Business Combination to

the Business Combination EGM by the Business Combination Deadline. Furthermore, even if an

agreement is reached relating to a Target, the Company may fail to complete such Business

Combination for reasons beyond its control, including due to a failure to obtain (Target) shareholder

approval or requisite regulatory approval. Any such event will result in a loss to the Company of the

related costs incurred, potentially including substantial break fees, legal costs and/or other expenses,

which could materially adversely affect subsequent attempts to identify and acquire a stake in another

target business.

The Company, however, remains to believe that the long-standing presence, reputation, visibility,

operational experience and extensive network of relationships in the Target Sector developed by

(affiliates of) the Sponsor, as well as the Directors, including in the Target Segments, provide the

Company with an advantage in accessing Business Combination opportunities in this space and

therefore allow unique access to off-market transactions (i.e. transactions that involve a Target that is

not widely known in the market to be available for acquisition) prior to the Business Combination

Deadline.

In addition, if the Company were to fail to complete a Business Combination by the Business

Combination Deadline, it intends to, as soon as reasonably possible, initiate an Ordinary Share

repurchase procedure and, subsequently, implement a Liquidation. See “No Business Combination by

the (initial) Business Combination Deadline” above. However, although the Company expects that all

costs associated with launching an Ordinary Share repurchase procedure and implementing a plan of

dissolution, as well as payments to any creditors, will be funded from the Costs Cover, there can be no

assurance as to whether the value of the Company’s assets at such time will be sufficient. This may be

due to costs incurred in connection with an unsuccessful Business Combination or from other factors,

including disputes or legal claims that the Company may be required to pay, the cost of the dissolution

and Liquidation process, applicable tax liabilities and/or amounts due to third-party creditors. Therefore,

investors may receive less than they invested in the Company or nothing at all. Moreover, any contingent

or potential liabilities, gains or recoveries may delay completion of the Liquidation until such time that

they become actual. Ordinary Shareholders who fail to participate in an Ordinary Share repurchase

procedure initiated prior to a Liquidation are dependent on the Liquidation to receive any repayment in

respect of their Ordinary Shares. Any Liquidation distribution received by such Ordinary Shareholders

may be different from, and will be paid later than (and possibly much later than), the consideration

available if such Ordinary Shareholders had participated in the repurchase procedure.

The ability of the Company to do comprehensive due diligence and negotiate a

Business Combination on favourable terms is likely to be affected by the limited time

to complete the Business Combination

Sellers of potential Targets are most likely aware that the Company must complete a Business

Combination by the Business Combination Deadline, failing which it will have to launch a repurchase

procedure for the Ordinary Shares, wind-up its operations and liquidate. In this context, the Company

notes that the Business Combination will require the Company to convene the Business Combination

EGM, and the notice of this meeting must be given to shareholders at least 42 calendar days prior

thereto. This effectively reduces the amount of time the Company has to complete a Business

Combination. Sellers may use this information as leverage in negotiations with the Company relating to

a Business Combination, knowing that if the Company does not complete a Business Combination with

a particular Target, the Company may be unable to complete a Business Combination with any other

Target by the Business Combination Deadline. As the Business Combination Deadline approaches, this

risk increases. This could affect the ability of the Company to negotiate a Business Combination on

favourable terms and disadvantage the Company against other potential buyers. As a consequence,

the Company may be unable to complete a Business Combination by the Business Combination

Deadline and therefore be forced to liquidate or, if it does complete a Business Combination, the

effective return on investment for investors may be lower than could have been the case absent these

time pressures.

In addition, as the Company moves closer to the Business Combination Deadline, it will have less time

to conduct (comprehensive) due diligence. Consequently, the Company may enter into the Business

Combination on terms that it may not have accepted had it been able to undertake more comprehensive

due diligence. Alternatively, it may enter into a Business Combination with a Target that it would not

have acquired if it had more time to conduct due diligence and assess the findings thereof. These

circumstances could expose the Company to undiscovered liabilities for which it may not be indemnified,

or might result in it acquiring a poor quality Target.

To mitigate this risk, the Company will not compromise on key deal terms solely because of the limited

time left to complete a Business Combination. Although the Business Combination Deadline is

approaching, the Company considers that it will not compromise its aim to identify and select a suitable

Target business due to time pressure. The Company will always seek to form a Business Combination

with a Target at an acceptable valuation for its shareholders.

The Company could be constrained by the need to finance repurchases of Ordinary

Shares from any Redeeming Shareholders

If the Company proposes a Business Combination to the Business Combination EGM, any redemptions

by Ordinary Shareholders who exercise their right to have their Ordinary Shares repurchased by the

Company (the “Redeeming Shareholders”) will reduce the funds available to effect such Business

Combination. The Company may as a result not have sufficient funds available to complete the Business

Combination, or to satisfy any minimum cash conditions under the transaction agreement.

If the aggregate cash consideration the Company would be required to pay for all Ordinary Shares that

are validly submitted for repurchase, plus any amount required to satisfy cash conditions pursuant to

the terms of the Business Combination, exceed the aggregate funds available to the Company, the

Company would need to source additional financing or elect not to complete the Business Combination.

Although there can be no assurance that the Company would be able to source additional financing on

acceptable terms or at all, if it was able to do so, it could increase the Company’s overall financing costs,

which could materially adversely affect the post-Business Combination Company’s business, financial

condition, results of operations and prospects, and dilute the interests of Ordinary Shareholders, which

could reduce their control over the Company and their ability to profit from their investment in the

Company. If the Company instead elects to forgo the Business Combination opportunity, it would not

redeem any Ordinary Shares, and all Ordinary Shares submitted for redemption would be returned to

the applicable Redeeming Shareholders, and the Company would then need to either seek an

alternative Business Combination opportunity or else liquidate.

The Company is seeking to mitigate this risk by working with multiple scenarios in its discussions with

potential Targets and will generally seek to include a waiver, to be exercised at the discretion of the

seller(s) of such Target, of any minimum cash condition(s). In addition, the Company may seek to raise

additional equity and/or debt financing to consummate the Business Combination, subject to any

applicable requirement to obtain shareholder approval in respect thereof. See also “In connection with

the Business Combination, the Company may need to arrange third-party financing which it may be

unable to obtain on favourable terms or at all”.

In connection with the Business Combination, the Company may need to arrange third-

party financing which it may be unable to obtain on favourable terms or at all

Although the Company has engaged in discussions with several potential Targets, it cannot currently

predict the amount of additional capital that may be required to complete a Business Combination. Due

to factors like Redeeming Shareholders and the enterprise value of any potential Target, the IPO

Proceeds may not be sufficient to complete a Business Combination. This is of particular importance as

the Company has focussed on Targets with an enterprise value of between €1,000,000,000 and

€3,000,000,000, although Targets with smaller or larger enterprise values are not overlooked in the

Company’s pursuit for a Business Combination.

If the Company has insufficient funds available to complete a Business Combination, it may, subject to

any applicable requirement to obtain shareholder approval, have to enter into a private investment in

public equity (PIPE) transaction. In connection therewith, the Company may need to issue a substantial

number of additional Ordinary Shares or other securities, or a combination of both, including through

redeemable or convertible debt securities. To the extent additional financing is necessary to fund the

Business Combination and it remains unavailable or only available on terms that are unacceptable to

the Company, the Company may be compelled to either restructure or abandon the proposed Business

Combination. Alternatively, the Company could seek to proceed with the Business Combination on less

favourable terms, which may reduce the Company’s return on investment.

The Company is seeking to mitigate this risk by working with multiple scenarios in its discussions with

potential Targets and will generally seek to include a waiver, to be exercised at the discretion of the

seller(s) of such Target, of any minimum cash condition(s). If the Company were to require additional

financing, the Company would conduct, to the extent possible given the approaching Business

Combination Deadline, a comprehensive analysis in close consultation with investment banks on the

feasibility of an equity raise and/or debt financing. This may potentially include seeking conditional

commitments from prospective investors under strict wall-crossing procedures, prior to proposing the

Business Combination opportunity to the Business Combination EGM.

The loss of services of any of the Directors and/or CFO could have a detrimental effect

on the Company, including on its ability to identify potential Targets, successfully

consummate a Business Combination or otherwise execute its strategy

The Directors and the CFO are responsible for, amongst other things, the planning and execution of the

Company’s strategies and identifying and executing a potential Business Combination opportunity.

Consequently, the Company’s success will depend on the relationships, skills, expertise and experience

of its Directors and CFO. The Company is therefore dependent on a relatively small group of individuals.

Although there is currently no indication that any of these individuals will not remain with the Company

until the Business Combination Deadline, the Company cannot assure investors they will and it does

not have key-man insurance on the life of any of them. Fortunately, Francesco Trapani has as of 1

January 2022 fully picked up his role on the Board again after a temporary leave of absence for reasons

connected to his health. However, the loss of the services of any of the Directors and/or CFO could

have a detrimental effect on the Company, including on its ability to identify potential Targets,

successfully consummate a Business Combination or otherwise execute its strategy.

This risk is mitigated by the fact that the Company has a pro-active Board and CFO. The Company feels

these individuals are well placed, and they have all expressed their willingness to devote to the

Company any amount of time as may be required, to achieve the Company’s business objectives, in

particular the successful consummation of a Business Combination. The Company is furthermore

supported by the Sponsor pursuant to the Administrative Services Agreement, in accordance with which

the Sponsor provides free-of-charge secretarial, financial and administrative services to the Company,

and any other services as agreed between the Company and the Sponsor.

The Company’s search for a Target and the Target’s business, if acquired, may be

materially adversely affected by the current adverse macroeconomic environment or

by future matters of global concern

The Company will, to the extent possible, conduct due diligence in respect of the financial and

operational performance and the overall resilience of any potential Target considering the current

macroeconomic environment and/or other matters of global concern (including, but not limited to,

warfare, financial instability, terrorist attacks, natural disasters or significant outbreaks of infectious

diseases such as COVID-19). However, past performance of a Target cannot guarantee future results.

The Company is unable to offer any assurance that a Target that has performed well relative to other

businesses in the past would not be materially adversely affected by the current adverse

macroeconomic environment or by future matters of global concern.

For example, the ongoing conflict between Russia and Ukraine has contributed to deeply unfavourable

economic conditions and could lead to further social unrest, particularly in Europe. The Company notes

that the war in Ukraine has already contributed to (amongst others) increased market volatility, high

global energy prices, inflationary pressure and related interest rate hikes. In addition, the Company

notes recent concerns regarding financial stability. Any of these matters, collectively or by themselves,

may lead to further macroeconomic imbalances, which may be characterised by interest rate hikes

and/or general slowdown of economic development.

Some of the Targets considered by the Company seemed hesitant to pursue a Business Combination

due to macroeconomic events impacting valuations. If the disruptions posed by such matters of global

concern continue or worsen, the Company’s ability to complete a Business Combination, or the

operations of a Target with which the Company ultimately completes a Business Combination, could be

materially adversely affected. In addition, the Company’s ability to complete a Business Combination

may depend on its ability to raise additional equity and/or debt financing, which may be also affected by

certain matters of global concern, including as a result of increased market volatility, decreased market

liquidity and third-party financing being unavailable on terms acceptable to the Company or at all. See

“In connection with the Business Combination, the Company may need to arrange third-party financing

which it may be unable to obtain on favourable terms or at all”.

As the Sponsor and the Directors and CFO stand to lose all or a substantial part of their

respective investments in the Company if no Business Combination is consummated,

a conflict of interest may arise for these individuals when determining whether a

particular Target is appropriate for a Business Combination

Subject to the terms and conditions set out in the Prospectus, the Sponsor and the Directors and CFO

will realise economic benefits from their respective investments in the Company only if the Company

consummates the Business Combination. Further, if the Company fails to consummate the Business

Combination by the Business Combination Deadline, these individuals stand to lose all or a substantial

part of their respective investments in the Company.

In this respect, the Company reiterates that each of Francesco Trapani and Marco Piana hold

investments in the Sponsor and other members of its group of companies and all of the Directors and

the CFO have a beneficial interest in the Founder Shares through an investment in a special class of

non-voting tracking stock issued by the Sponsor. The personal and financial interests of the Sponsor

and the Directors and CFO are disclosed under “Interests of the Directors and the CFO”.

The personal and financial interests of these parties may influence their motivation to identify and select

a Target, complete a Business Combination and influence the operation of the post-Business

Combination company. As such, these individuals’ incentive to complete a successful Business

Combination is greater than that of other investors, which may cause the Board to propose a Business

Combination to the Business Combination EGM that would mitigate these individuals’ own potential

financial losses. This may lead to a decline of the value of the Ordinary Shares to less than the €10.00

per Ordinary Share that was originally invested. This risk is becoming more acute as the Business

Combination Deadline approaches and overall market conditions remain uncertain.

However, to the extent a Business Combination is approved by the Business Combination EGM, the

Company will repurchase Ordinary Shares held by Ordinary Shareholders that so wish, irrespective of

whether and how they voted at the Business Combination EGM. The Company currently anticipates

that in such Ordinary Share repurchase procedure under the Redemption Arrangement, participating

Ordinary Shareholders will receive as consideration in such Ordinary Share repurchase procedure an

amount equal to €10.00 per Ordinary Share plus any net interest (for the avoidance of doubt, on an

after-tax basis) earned thereon (i.e., a pro rata share of the IPO Proceeds held in the Escrow Account

plus any net interest (for the avoidance of doubt, on an after-tax basis) earned thereon). However, there

can be no assurance as to whether the value of the Company’s assets at such time is sufficient.

Risk management and control systems

The Board is responsible for the control environment, including risk management and internal control

systems in order to properly manage the strategic, operational and other risks and uncertainties that

could have a material adverse effect on the Company’s business and day-to-day operations. The

applicable risks and uncertainties for the Company are evaluated on a periodic basis by the executive

Directors and discussed with the non-executive Directors.

The Company considers the risk of fraud and other dishonest activities within the Company to be limited,

inter alia, because it does not engage with customers and the IPO Proceeds are held in the Escrow

Account and may only be released under strict conditions set out in the escrow agreement published

on the Company’s website. The Company has a set of internal control measures and compliance

policies, a sufficient level of segregation of duties and a reporting and monitoring framework. Throughout

the financial year that ended on 31 December 2022, no major failings in the Company’s internal risk

management and control systems were observed.

In accordance with best practice provision 1.4.3 of the Dutch Corporate Governance Code 2016 (the

“DCGC 2016”), the executive Directors are of the opinion that, to the best of their knowledge:

•

the report of the Board provides sufficient insights into any deficiencies in the effectiveness of the

internal risk and control systems, and 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 does not contain any material

inaccuracies;

•

there is a reasonable expectation that the Company will be able to continue its operations and

meet its liabilities for at least 12 months, despite the material uncertainty identified under “Going

concern” above. Therefore, it is appropriate to adopt the going concern basis in preparing the

financial reporting; and

•

the material risks or uncertainties that could reasonably be expected to have a material adverse

effect on the continuity of the Company’s operations in the coming 12 months have been stated

in this management report.

Dutch Corporate Governance Code

The Company acknowledges the importance of good corporate governance and agrees with the general

approach and with the majority of the provisions of the DCGC 2016. However, considering the

Company’s nature as a SPAC, its interests and the interest of its stakeholders, it is expected that the

Company will deviate from a limited number of best practice provisions, which are the following:

Internal audit function (principle 1.3 and best practice provisions 1.3.1 through 1.3.5)

The Company does not have an internal audit department. The non-executive Directors will remain

involved with 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 been taken in the form of

the Company’s risk management and control systems, as outlined elsewhere in this management

report, and that it is presently not necessary to establish an internal audit function considering the nature

of the Company as a SPAC. The need for an internal audit function is assessed on a yearly basis by

the Board.

Company secretary (best practice provision 2.3.10)

The Company has not appointed and does not intend to appoint a company secretary in order to

maintain a small and cost-efficient organisation during its search for a Target. Until completion of a

Business Combination, the Company will benefit from the secretarial services provided by the Sponsor

pursuant to the Administrative Services Agreement.

Majority requirements for dismissal and overruling binding nominations (best practice

provision 4.3.3)

All Directors, with the exception of one Director, are appointed and dismissed by the meeting of the

holders of Founder Shares on the recommendation of the Board. The one Director referred to in the

previous sentence is appointed and dismissed by the General Meeting on the binding nomination of the

meeting of the holders of Founder Shares. Each binding nomination can only be overruled by the

General Meeting by a two-thirds majority of votes cast representing more than 50% of the issued share

capital of the Company, unless the dismissal is proposed by the Board, in which case a simple majority

of the votes would be sufficient. The possibility of convening a new general meeting as referred to in

Section 2:230(3) of the Dutch Civil Code in respect of these matters has been excluded in the Articles

of Association. The Company believes that prior to the Business Combination these provisions support

the continuity of the Company’s management and its business, and that those provisions, therefore, are

in the best interests of its shareholders and other stakeholders.

The Board has taken notice of the updated Dutch Corporate Governance Code, which was published

by the Corporate Governance Code Monitoring Committee on 20 December 2022 (“DCGC 2022”). The

DCGC 2022 came into force as of the financial year of the Company started on 1 January 2023 and

where appropriate, the Company intends to align its governance and rules and regulations with the

principles and best practice provisions of the DCGC 2022.

Conflicts of interest

The Board rules include provisions on the procedures to be followed in the event of a conflict of interest.

The Company applies a related party transaction policy to set out the internal rules for related party

transactions in line with applicable legislation and the DCGC 2016. There have been no material-related

party transactions that do not follow normal business dealings or that are not entered into under normal

market conditions with related parties as defined in Section 2:167 of the Dutch Civil Code. The Company

therefore complied with the best practice provisions 2.7.3, 2.7.4 and 2.7.5 of the DCGC 2016.

Takeover Directive (Article 10)

In the context of the EU Takeover Directive (Article 10) Decree (Besluit artikel 10 overnamerichtlijn), the

following notifications must be given insofar as they are not included in this management report.

Limitations on the transfer of shares

The Company has not imposed any limitations on the transfer of its shares and therefore there are no

outstanding or potential protection measures against a takeover of control of the Company.

The Sponsor is bound by a contractual lock-up undertaking with respect to the Founder Shares, the

Founder Warrants and the Founder Share F1 and any Ordinary Shares received upon completion of

the Business Combination or in connection with conversion on a 5.68-for-1 basis (in each case, as a

result of the conversion of Founder Shares). The terms and conditions of this undertaking are set out in

the Letter Agreement and described in the Prospectus.

Substantial holdings

The Company and its shareholders are not subject to the substantial shareholdings and voting rights

notification obligations under the Dutch Financial Supervision Act (Wet op het financieel toezicht).

Material Subsidiaries

The Company does not have any subsidiary.

Special controlling rights

Other than as disclosed below, no special controlling rights are attached to the shares in the Company.

Founder Shares

The Founder Shares have the same voting rights attached to them as Ordinary Shares, except that prior

to or in connection with the completion of the Business Combination, only the Sponsor in its capacity as

holder of Founder Shares will have the right to vote in respect of (i) the appointment and dismissal of all

but one Director (such Directors will be appointed and dismissed following a recommendation by the

Board) and (ii) the nomination of one Director by way of binding nomination (such Director will be

appointed and dismissed by the General Meeting).

Founder Share F1

The Founder Share F1 held by the Sponsor entitles its holder to cast four votes in any General Meeting

for each issued and outstanding Founder Share at the record date of that General Meeting, subject to

the contractual limitation described below under “Limitations on voting rights”. The Founder Share F1

allows its holder to attend a General Meeting and satisfy a quorum requirement which may be needed

to adopt a resolution to complete a Business Combination through a legal merger, whether domestic or

cross-border. Were such quorum not represented at the relevant General Meeting, the adoption of such

resolution would require a majority of at least two-thirds of the votes cast by virtue of Dutch law.

System of control for equity incentive plans

The Company does not have any equity incentive plans.

Limitations on voting rights

Other than as disclosed below, to the best of the Company’s knowledge, the voting rights attached to

the shares in the Company are not restricted, and neither are the terms in which voting rights may be

exercised.

Founder Shares

The Sponsor has agreed in the Letter Agreement to vote any shares in the Company (other than the

Founder Share F1) held by it in favour of a proposed Business Combination and in favour of a proposed

Liquidation.

Founder Share F1

The Sponsor has agreed in the Letter Agreement not to cast any vote on the Founder Share F1 in any

General Meeting in respect of any resolution, including a resolution to complete a Business

Combination.

Appointment and dismissal of Directors and amendment of the Articles of Association

Appointment and dismissal of Directors

All Directors, with the exception of one Director, are appointed and dismissed by the meeting of the

holders of Founder Shares on the recommendation of the Board. The one Director referred to in the

previous sentence is appointed and dismissed by the General Meeting on the binding nomination of the

meeting of the holders of Founder Shares. The relevant meeting may only vote on a resolution to appoint

a Director who is listed as a candidate on the agenda of the meeting or the explanatory notes thereto.

Each binding nomination can only be overruled by the General Meeting by a two-thirds majority of votes

cast representing more than 50% of the issued share capital of the Company, unless the dismissal is

proposed by the Board, in which case a simple majority of the votes would be sufficient. The possibility

of convening a new general meeting as referred to in Section 2:230(3) of the Dutch Civil Code in respect

of these matters has been excluded in the Articles of Association.

The Articles of Association provide that a Director may be suspended by the corporate body of the

Company that is authorised to appoint such Director. An executive Director may also be suspended by

the Board. A suspension can be discontinued by the General Meeting at any time. A suspension may

be extended one or more times, but may not last longer than three months in the aggregate. If, at the

end of that period, no decision has been taken on termination of the suspension or on removal, the

suspension shall end and the Director shall be reinstated.

The Articles of Association provide that the Board shall consist of one or more executive Directors and

two or more non-executive Directors. The majority of the Board shall consist of non-executive Directors.

The total number of Directors (including the number of executive Directors and non-executive Directors)

shall be determined by the Sponsor through its Founder Shares.

The non-executive Directors have prepared a profile (profielschets) of the size and composition of the

Board, taking account of the nature of the Company and the business connected with it. This board

profile addresses: (i) the desired expertise and background of the executive Directors and non-executive

Directors; (ii) the desired composition of the Board in terms of diversity; (iii) the size of the Board; and

(iv) the independence of the non-executive Directors. The profile is available on the Company’s website.

Amendment of the Articles of Association

The General Meeting may pass a resolution to amend the Articles of Association, but only on a proposal

of the Board that has been stated in the notice of the General Meeting. In the event of a proposal to the

General Meeting to amend the Articles, a copy of such proposal containing the verbatim text of the

proposed amendment will be deposited at the Company’s office, for inspection by its shareholders and

other persons holding meeting rights, until the end of the meeting. Furthermore, a copy of the proposal

will be made available free of charge to the Company’s shareholders and other persons holding meeting

rights from the day it was deposited until the day of the meeting. Under Dutch law, a resolution of the

General Meeting to amend the Articles of Association that has the effect of reducing the rights

specifically attributable to shares of a particular class is subject to approval of the meeting of holders of

shares of that class. Neither the resolution of the General Meeting nor the approval of that class is

subject to any qualified majority or quorum requirements.

Pursuant to the Letter Agreement, the Sponsor and the Directors have agreed they will not propose any

amendment to the Articles which materially and adversely affects the rights of holders of Ordinary

Shares (each such amendment, an “Amendment”), unless the Company initiates a repurchase

procedure, allowing the holders of Ordinary Shares, upon approval of any Amendment, to redeem their

Ordinary Shares and receive as consideration in such Ordinary Share repurchase procedure an amount

equal to a pro rata share of the IPO Proceeds held in the Escrow Account, which the Company

anticipates will amount to €10.00 per Ordinary Share plus any net interest (for the avoidance of doubt,

on an after-tax basis) earned thereon.

The Board’s powers to issue shares and repurchase shares

Pursuant to the Articles of Association, the Board has the authority to resolve to issue shares and/or

grant rights to acquire shares or other equity or convertible instruments issued by the Company and

restrict or exclude any pre-emptive rights in respect thereof.

The Company may acquire fully paid shares in its own capital at any time for no valuable consideration

(om niet). Furthermore, subject to certain provisions of Dutch law and the Articles of Association, the

Board has the authority to resolve to repurchase fully paid-up shares in the Company’s capital unless

(i) the shareholders’ equity less the payment required for the repurchase falls below the reserves

required by Dutch law or its Articles of Association or (ii) the Board is aware or should reasonably

foresee that after such repurchase the Company will not be able to continue to pay its due and payable

debts.

Significant agreements and changes in the control of the Company

The Company does not have any such agreements.

Redundancy agreements in the event of a public takeover bid

The Company has not concluded any agreements with any Director or employee that provides for any

severance pay in the case of a termination of employment in connection with a public bid within the

meaning of Article 5:70 of the Dutch Financial Supervision Act.

REPORT OF THE NON-EXECUTIVE DIRECTORS

The non-executive Directors’ main responsibility is to supervise and advise the executive Directors in

their search for a Target and the manner in which the Company’s strategy is implemented. The non-

executive Directors also focus on the effectiveness of the Company’s internal risk management and

control systems and the integrity and quality of the financial reporting.

Composition

The Company leverages the extensive experience of its Board, especially in the Target Sector. Thanks

to the Directors’ extensive relationships in the Target Sector, as well as their broad deal-sourcing

networks (both in terms of active and passive deal-flow origination), the Company will have direct access

to several potential Targets. Moreover, the members of the Board have proven track records of leading

companies to a public listing and realising post-merger value.

In addition to Francesco Trapani and Marco Piana, as the chairman of the Board and CEO, respectively,

the following people act as independent

non-executive Directors.

Name

Age

Position

Gender

Nationality

René Abate ..............

Chairperson non-executive

Director

Male

France

Beatrice Ballini .........

Non-executive Director

Female

Italy

Thomas Walker .......

Non-executive Director

Male

U.S.

René Abate

René Abate has been serving as an independent, non-executive Director and chairperson of the Board

since the Settlement Date. He was a core member of the Consumer, Luxury, Marketing, Sales & Pricing

and Strategy practices at The Boston Consulting Group (BCG) from 1974 to 2015. René has held a

wide range of leadership positions, including head of the Paris office and chairman of BCG Europe. He

also served as a member of BCG’s worldwide executive committee. He is now a senior advisor of BCG.

René currently serves as chairman of the advisory committee of Fapi, the private equity arm of the

Rothschild Merchant Bank. He is managing partner at Delphen and president of Loanboox sas, the

French subsidiary of a Swiss financial technology company. He has previously sat on the boards of

Carrefour, Atos, LFB and the Ecole Nationale des Ponts et Chaussées. René has a degree in Civil

Engineering from Ecole Nationale des Ponts et Chaussées (MS) and an MBA from Harvard Business

School. He is a chevalier de la legion d’honneur.

Thomas Walker

Thomas Walker has been serving as an independent, non-executive Director since the Settlement

Date. He is co-founder of CCMP Capital (formerly J.P. Morgan Partners), a global private equity

investment firm. He managed the European investment effort out of London and served as global co-

head of the Consumer and Retail investment practice. Thomas resigned from CCMP in 2018, after 17

years with the firm. Prior to CCMP, Thomas worked in the New York-based investment banking divisions

of J.P. Morgan, Credit Suisse and Drexel Burnham Lambert. He is also a non-executive director at

PureGym. He has been involved in multiple debt and equity financings and numerous M&A transactions.

Thomas is a graduate of the University of Wisconsin (BA) and University of Chicago (MBA).

Within the meaning of best practice provisions 2.1.7 to 2.1.9 inclusive of the DCGC.

Beatrice Ballini

Beatrice Ballini has been serving as an independent, non-executive Director since the Settlement

Date. She has been a core member of Russell Reynolds Retail Practice for 24 years and is a steering

committee member of the CEO Advisory Partners group. She also sits on the board of Coty Inc., an

American multinational beauty company, as an independent director and, since June 2021, Beatrice

chairs the Nomination, Remuneration and Governance Committee of Coty Inc. Previously, Beatrice was

the chief executive officer of Truzzi, a prominent men’s clothing manufacturer in Milan and assisted with

the company’s strategic growth. Prior to this, she spent four years with Goldman Sachs & Co. in New

York as Vice President of Mergers and Acquisitions. Beatrice began her career with Bain & Co., first in

London and later in Boston as a manager. Beatrice received a BA in Chemical Engineering from the

Polytechnic of Milan and an MS in Ocean Engineering from Massachusetts Institute of Technology

(“MIT”). She then received an MBA from the MIT Sloan School of Management, where she was awarded

the Brooks Prize.]

Meetings and attendance

Throughout the financial year that ended 31 December 2022, the Board regularly held informal

meetings. In addition, during the reporting period the Board held two formal meeting which were all

attended either in person or via conference call by Francesco Trapani, Marco Piana and all non-

executive Directors. In addition, the non-executive Directors held two meetings without the executive

Directors present, during which the non-executive Directors discussed among others their own

functioning. All non-executive Directors attended all the formally convened meetings, as such the

absenteeism rate is zero.

Other than the Audit Committee, the Board has not installed any standing committees as this is not

required under Dutch law or the DCGC 2016 based on the current composition of the Board. If the Board

would in the future consist of more than four non-executive members, it should, in addition to the existing

Audit Committee, appoint from among its members a remuneration committee and a selection and

appointment committee to remain in compliance with the DCGC.

Audit Committee

The Company has an Audit Committee, consisting of René Abate, Beatrice Ballini and Thomas Walker.

The duties of the Audit Committee include:

•

informing the Board of the results of the statutory audit and explaining how the statutory audit

has contributed to the integrity of the financial reporting and how the Audit Committee has fulfilled

this process;

•

monitoring the financial reporting process and making proposals to safeguard the integrity of the

process;

•

monitoring the effectiveness of the internal control systems, the internal audit system, if any, and

the risk management system with respect to financial reporting;

•

monitoring the statutory audit of the annual accounts, and in particular the process of such audit

taking into account the assessment of the AFM in accordance with Section 26, subsection 6, of

the Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16 April 2014

on specific requirements regarding statutory audit of public-interest entities (the “EU

Regulation”);

•

assessing and monitoring the independence of the external auditor with particular attention to the

provision of ancillary services to the Company; and

•

establishing the procedure for selecting the statutory auditor or audit firm and the nomination for

the engagement to perform the statutory audit in accordance with Section 16 of the EU

Regulation.

The Audit Committee’s terms of reference are available on the Company’s website.

Prior to the release of the financial statements, all members of the Audit Committee attended two regular

meetings. Matters discussed during these Audit Committee meetings include:

• the supervision of the integrity and quality of the Company’s financial reporting and the

effectiveness of the Company’s internal risk management and control systems;

• the assessment of the independence of the external auditor.

Internal audit function

The Company does not have an internal audit function. The need for an internal audit function is

assessed on a yearly basis by the Board. The Board concluded that an internal audit function is not

necessary due to the nature of the Company as a SPAC.

External auditor

The Board has evaluated the activities performed for the Company by Mazars Accountants N.V.

(“Mazars”). It is apparent that Mazars is capable of forming an independent judgment concerning all

matters that fall within the scope of its auditing task; there is a good balance between the effectiveness

and efficiency of its actions, for example in relation to auditing costs, risk management and reliability.

Term of appointment of the Directors

All Directors have been appointed for a term until the end of the annual general meeting of the Company

in 2024, subject to certain termination provisions.

Diversity

As from the Settlement Date, the Company has adopted a diversity policy, which, among other things,

addresses the diversity aspects that are relevant to the Company. The aim is to comprise the Board of

a mix of talented and skilled individuals, with different backgrounds in education and (work) experience

and diverse competences. The full text of the diversity policy is available on the Company’s website.

As from 1 January 2022, the bill on gender diversity quota (Wet inzake evenwichtige man vrouw

verhouding in de top van het bedrijfsleven) has entered into force, requiring the supervisory board or

the non-executive directors of a one-tier board of a Dutch listed company to comprise at least one-third

women and at least one-third men. Appointments not in accordance with this quota should be regarded

as null and void (nietig). The quota will apply to new appointments of supervisory or non-executive

directors made after the bill comes into force. A supervisory or non-executive director who is eligible for

reappointment can be reappointed if his or her reappointment takes place within eight years of the year

of the first appointment, even if this reappointment would not make the male-female ratio more balanced.

As of 31 December 2022, the Board included one female non-executive Director and two male non-

executive Directors, and the Company is therefore in compliance with the applicable gender diversity

quotum and the Company’s diversity policy.

The Company does not meet the requirements for a so-called “large” company under the Dutch

provisions relating to annual accounts and therefore does not have to set appropriate targets for gender

balance in the board of directors and at senior management. This may be different after completion of

a Business Combination.

Functioning of the Board and the non-executive Directors (evaluation accountability)

The non-executive Directors have discussed, in the absence of the executive Directors, their own

functioning during the financial year that ended on 31 December 2022. The outcome of the evaluation

is positive. Following last year’s evaluation of their own functioning, the non-executive Directors

delivered certain areas for improvement and key topics for 2022, of which the most material ones related

to spending more time on discussing the strategy to find a suitable Target and to further strengthening

the relationship between the Board as a whole. It was found that the non-executive Directors consider

the discussions held to be constructive and the contributions of each non-executive Director to be

complementary in nature. There also remains a good level of transparency amongst both the non-

executive Directors and amongst the Board as a whole. Furthermore, the Board has indeed spent more

time discussing the strategy to find a suitable Target within the Business Combination Deadline,

resulting in ongoing discussions between the Company and potential Targets.

The non-executive Directors conducted an annual review to identify any aspects with regard to which

they require further training or education during their term of office. Given the nature of the Company

as a SPAC and the various backgrounds and expertise of the non-executive Directors, each individual

Board member has its own responsibility to further train and educate itself on such topics as may be

required.

The non-executive Directors shared their reflections with the executive Directors and discussed last

year's performance, areas of improvement and/or development and key priorities for the financial year

2023.

Remuneration of the Directors and the CFO

The Directors and the CFO were all appointed on 16 July 2021, subject to settlement of the IPO.

The remuneration for the Directors and the CFO paid by the Company is set out below.

Francesco Trapani is entitled to a gross annual fee of €35,000 for his position as executive Director and

chairman of the Board. Marco Piana is entitled to a gross annual fee of €50,000 for his position as

executive Director and CEO. The compensation of Francesco Trapani and Marco Piana is invoiced by

and paid to the Sponsor. Carlo di Biagio, CFO of the Company, is an external consultant and is entitled

to a one-off fee of €50,000.

Each non-executive Director is entitled to a gross annual fee of €35,000.

These amounts are all periodically paid rewards.

Since the Settlement Date up and until 31 December 2022, the following remuneration has been paid

to the Directors and the CFO:

Appointment

Date

Remuneration

2021 (€)

of which paid

in 2021 (€)

of which paid

in 2022 (€)

Remuneration

2022 (€)

of which paid

in 2022(€)

Directors

Francesco Trapani

16/07/2021

17,500

8,750

35,000

26,250

Marco Piana ..............................................

16/07/2021

25,000

12,500

50,000

37,500

René Abate ................................................

16/07/2021

17,500

8,750

35,000

26,250

Beatrice Ballini ...........................................

16/07/2021

17,500

8,750

35,000

26,250

Thomas Walker .........................................

16/07/2021

17,500

8,750

35,000

26,250

CFO

Appointment

Date

Remuneration

2021 (€)

of which paid

in 2021 (€)

of which paid

in 2022 (€)

Remuneration

2022 (€)

of which paid

in 2022(€)

Directors

Carlo di Biagio ...........................................

16/07/2021

12,500

25,000

12,500

Total Directors and CFO .........................

107,500

47,500

60,000

215,000

155,000

Any personal taxes due in relation to these fees or any other benefits deemed realised in relation to a

Board position and/or, if applicable, the direct or indirect holding of Founder Shares and Founder

Warrants and other interests in the Company are for the account of the relevant executive or non-

executive Director.

Throughout the financial year that ended on 31 December 2022, no shares and/or share options have

been granted or offered to the Directors and the CFO.

The remuneration of the Directors following a Business Combination, if any, shall be disclosed in the

shareholder circular published in connection with the Business Combination EGM, will conform to

applicable law and regulations, and is expected to be in line with market practice for similar companies.

The remuneration of the Directors throughout the financial year that ended on 31 December 2022 is in

compliance with the Company’s remuneration policy (the “Remuneration Policy”). The Remuneration

Policy aims to describe in a clear and understandable manner the policies, principles and elements of

remuneration of the Directors. The Remuneration Policy can be found on the Company’s website.

Interests of the Directors and the CFO

None of the Directors and the CFO directly own any of the Ordinary Shares, Warrants, Founder Shares,

the Founder Share F1 or Founder Warrants. However, Francesco Trapani and Marco Piana each hold

investments in the Sponsor and therefore have an indirect interest in the Founder Shares, the Founder

Share F1 and the Founder Warrants.

Number of

Ordinary

Number of

Founder

Percentage

of voting

rights

through

Directors

Francesco Trapani

(1)

.................................................

—

2,634,340

10.02

Marco Piana

(1)

...........................................................

—

1,311,911

4.99

René Abate ...............................................................

—

Beatrice Ballini ..........................................................

—

Thomas Walker .........................................................

—

CFO

Carlo di Biagio ...........................................................

—

Note:

(1) Indirect voting interest in respect of the Founder Shares held and exercised through his interest in the Sponsor.

The Sponsor is controlled by Francesco Trapani through Argenta Holdings S.à r.l. (50.10% ownership), Marco

Piana (24.95% ownership) and Tages S.p.A. (24.95% ownership).

In addition, the Directors and the CFO indirectly participate in the performance of the Founder Shares

through individual investments in a special class of non-voting tracking stock issued by the Sponsor.

Directors

Francesco Trapani

Francesco Trapani holds investments in the Sponsor and therefore has an indirect interest in the

Founder Shares, the Founder Share F1 and the Founder Warrants. In addition, Francesco Trapani,

through his wholly-owned entity Argenta Holding S.à r.l., indirectly participates in the Founder Shares

through an investment of €2,882,600 in a special class of non-voting tracking stock issued by the

Sponsor.

Marco Piana

Marco Piana holds investments in the Sponsor and therefore has an indirect interest in the Founder

Shares, the Founder Share F1 and the Founder Warrants. In addition, Marco Piana indirectly

participates in the Founder Shares through an investment of €165,000 in a special class of non-voting

tracking stock issued by the Sponsor.

René Abate

René Abate, through his wholly-owned entity Delphen S.à r.l., indirectly participates in the Founder

Shares through an investment of €480,400 in a special class of non-voting tracking stock issued by the

Sponsor.

Beatrice Ballini

Beatrice Ballini indirectly participates in the Founder Shares through an investment of €338,000 in a

special class of non-voting tracking stock issued by the Sponsor.

Thomas Walker

Thomas Walker indirectly participates in the Founder Shares through an investment of €507,100 in a

special class of non-voting tracking stock issued by the Sponsor.

CFO

Carlo di Biagio

Carlo di Biagio indirectly participates in the Founder Shares through an investment of €202,800 in a

special class of non-voting tracking stock issued by the Sponsor.

Financial Statements and auditor’s opinion

The financial statements as prepared by the Board and included in this annual report (the “Financial

Statements”) have been audited and Mazars has issued an unqualified opinion on them. The Financial

Statements were extensively discussed by the Audit Committee and the Board in the presence of the

external auditor. The Board is of the opinion that the Financial Statements meet all requirements for

transparency and correctness. Therefore, the Board recommends that the General Meeting, which in

accordance with the Articles of Association is to be convened and held during the first six months of

2023, adopts the Financial Statements and the appropriation of the result and grants discharge to the

individual members of the Board from liability for the exercise of their respective duties for the year

under review.

Result appropriation VAM Investments SPAC realised a loss of €6,733,569

The proposal to the General Meeting is to recognise this loss in other reserves. In accordance with the

Articles of Association, the members of the Board have signed the Financial Statements to comply with

their statutory obligation pursuant to Section 2:210, paragraph 2, of the Dutch Civil Code.

Looking ahead

The non-executive Directors wish to thank the executive Directors for their continued dedication and

commitment in aiming to realise a Business Combination by the Business Combination Deadline. The

non-executive Directors continue to advise and support the executive Directors in their search for, and

ongoing discussions with, potential Targets and the manner in which the Company’s strategy is

implemented.

However, it remains a possibility that the Company will not complete a Business Combination with a

suitable Target within the Business Combination Deadline. Should this scenario become more imminent

for the Company in the future, the non-executive Directors may need to consider shifting their strategic

focus accordingly.

On behalf of the non-executive Directors of VAM Investments SPAC

Milan, 17 April 2023

_____________________________

René Abate

Non-executive Director and Chairperson

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

The Directors are responsible for preparing this annual report in accordance with applicable laws and

regulations. This annual report comprises the Directors’ report, the Financial Statements and some

other information.

The Directors have prepared the annual report in accordance with International Financial Reporting

Standards (“IFRS”) as adopted by the European Union and the relevant provisions of the Dutch Civil

Code. 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

explain the Company’s transactions and disclose, with 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

effectiveness of the Company’s internal risk management and control systems. Though such systems

are 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 failings of the effectiveness of the Company’s internal risk management and control systems

occurred and the internal risk and control systems provide reasonable assurance that the Financial

Statements do not contain any errors of material importance.

With reference to Section 5:25c, paragraph 2c, of the Dutch Financial Supervision Act, each of the

Directors, whose names and functions are listed in the Directors’ report, confirm that, to the best of their

knowledge:

•

the Company’s financial statements, which have been 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;

•

the Directors’ report gives a true and fair view on the situation on the balance sheet date, the

development and performance of the business and the position of the Company of which the

financial information is included in the Directors’ report and includes a description of the principal

risks and uncertainties that the Company faces; and

•

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 this

annual report provide the information necessary for shareholders to assess the Company’s

position, performance, business model and strategy.

After conducting a review of management analysis, the Directors have reasonable expectation that the

Company has adequate resources to continue in operational existence for the foreseeable future. For

this reason, the Directors consider it appropriate to adopt a going-concern basis in preparing the annual

report.

Milan, 17 April 2023

_____________________________ ____________________________

Francesco Trapani Marco Piana

Executive Director Executive Director

_____________________________ ____________________________

René Abate Thomas Walker

Non-Executive Director Non-Executive Director

_____________________________

Beatrice Ballini

Non-Executive Director

FINANCIAL STATEMENTS FOR THE PERIOD FROM 1 JANUARY 2022 UP TO AND

UNTIL 31 DECEMBER 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

Operations

Other income

133

Expenses

Other expenses

(1,182)

(923)

Operating result

(1,049)

(923)

Fair Value adjustment on Warrants

421

1,788

Interest Income

1,133

Effective Interest on Ordinary shares subject to

redemption

(6,783)

(3,540)

Interest expenses

(456)

(490)

Result before tax

(6,734)

(3,155)

Income tax expense

Result for the period

(6,734)

(3,155)

Other comprehensive income, net of income tax

Other items

Total comprehensive income/(loss) for the period

(6,734)

(3,155)

Earnings per share

From continuing operations

Basic (cents per share)

(0.32)

(0.15)

Diluted (cents per share)

(0.32)

(0.15)

Statement of financial position as at 31 December 2022

31 December 2022

31 December 2021

EUR 1,000

Assets

Other financial assets

212,332

210,947

Non-current assets

212,332

210,947

Other receivables

427

Cash and cash equivalents

1,232

2,955

Other current assets

266

754

Current assets

1,925

3,711

Total assets

214,257

214,658

31 December 2022

31 December 2021

EUR 1,000

Equity

Share capital

253

Share premium

9,557

9,757

Retained earnings

(3,155)

Net profit (loss) for the period

(6,734)

(3,155)

Total equity

(79)

6,655

Liabilities

Redeemable Ordinary Shares

203,166

196,383

Deferred Underwriting Fee

7,361

Warrant

3,576

3,996

Non-current liabilities

214,103

207,740

Other payables

233

263

Current liabilities

233

263

Total liabilities

214,336

208,003

Total equity and liabilities

214,257

214,658

Statement of changes in equity for the period from 1 January 2022 up to and including 31 December 2022

Share capital

Share premium

Retained

earnings

Net Profit

(Loss) for the

period

Total

Equity

EUR 1,000

Balance at 31 December 2021

9,757

(3,155)

6,655

Total comprehensive income

Net current period change

(3,155)

3,155

Result for the period

(6,734)

Other comprehensive income

Total comprehensive income for the period

(6,734)

Transactions with owners of the Company

Contributions and distributions:

Shares issued

200

(200)

Share-based payments

Transaction costs

Total contributions and distributions

200

(200)

Total transactions with owners of the Company

Balance at 31 December 2022

253

9,557

(3,155)

(6,734)

(79)

Statement of changes in equity for the period from 7 April 2021 up to and including 31 December 2021

Share capital

Share premium

Retained

earnings

Net Profit

(Loss) for the

period

Total

Equity

EUR 1,000

Balance at 7 April 2021

Total comprehensive income

Result for the period

(3,155)

Other comprehensive income

Total comprehensive income for the period

(3,155)

Transactions with owners of the Company

Contributions and distributions:

Shares issued

9,757

9,810

Share-based payments

Transaction costs

Total contributions and distributions

9,757

9,810

Total transactions with owners of the Company

Balance at 31 December 2021

9,757

(3,155)

6,655

Statement of cash flows for the period from 1 January 2022 up to and including 31

December 2022

FY 2022

FY 2021

EUR 1,000

Operating result

(1,049)

(923)

Interest paid

(490)

Interest income

(Increase)/decrease in working capital:

- Increase other receivables

(131)

(2)

- Increase other current assets

487

(753)

- Increase other payables

(30)

262

Cash flow from operating activities

(723)

(1,896)

Other financial assets – Funding of the Escrow Account

(1,000)

(210,947)

Cash flows from investing activities

(1,000)

(210,947)

Proceeds from issuance of Founder Shares

9,810

Proceeds from issuance of Ordinary Shares

210,327

Transaction cost related to the issuance of Ordinary Shares

(4,541)

Transaction cost not paid related to the issuance of Warrant

202

Cash flow from financing activities

215,798

Net cash flow

(1,723)

2,955

Cash and cash equivalents at the beginning of the financial year

2,955

Effects of exchange rate changes on cash and cash equivalents

Cash and cash equivalents at the end of the financial

period

1,232

2,955

Notes to the financial statements

1. The Company and its operations

1.1 General information

VAM Investments SPAC B.V. ("VAM Investments SPAC" or the "Company") is a private limited liability

company incorporated under Dutch law (besloten vennootschap met beperkte aansprakelijkheid), with its

statutory seat in Amsterdam, the Netherlands, and its registered office at Via Manzoni 3, 20121 Milan, Italy, and

registered in the Trade Register of the Dutch Chamber of Commerce (handelsregister van de Kamer van

Koophandel) under number 82465207, and operating under the laws of the Netherlands. The Company's Legal

Entity Identifier is 724500WU54AQ8OJ2SU41. VAM Investments SPAC was admitted to listing and trading on

Euronext Amsterdam, the regulated market operated by Euronext Amsterdam N.V. ("Euronext Amsterdam")

on 19 July 2021 following an initial public offering ("IPO") of Units (as defined below) pursuant to which it raised

€210,326,560 in gross proceeds (the "IPO Proceeds").

VAM Investments SPAC is a Special Purpose Acquisition Company ("SPAC") and was incorporated for the

purpose of effecting a merger, demerger, share exchange, asset acquisition, share purchase, reorganisation or

similar business combination with, or acquisition of, a business or company (a "Target") (a "Business

Combination") operating in the consumer products and services sector (the "Target Sector") that is

headquartered or operating in the European Economic Area, Switzerland or the United Kingdom, although it

may pursue a Business Combination opportunity in any geography, industry or sector. VAM Investments Group

S.p.A. is the sponsor of the Company (the "Sponsor").

Each unit sold to investors in the IPO comprised (the "Units"):

(vi) one ordinary share in the share capital of the Company, each having a nominal value of €0.01

(jointly, the "Ordinary Shares"); and

(vii) a right to receive one-half (1/2) of a redeemable warrant issued by the Company (jointly, the

"Warrants"). During the exercise period described in the prospectus relating to the IPO dated 14

July 2021 (the “Prospectus”), each whole Warrant entitles an eligible holder to acquire one

Ordinary Share, at the exercise price of €11.50 per Ordinary Share, subject to certain anti-dilution

provisions, in accordance with the terms and conditions of the Warrants and the Founder Warrants

(as defined below) as published on the Company's website (the "Warrant T&Cs").

The Units traded on Euronext Amsterdam as Ordinary Shares with (cum) a right to acquire one-half (1/2) of

Warrant until 27 July 2021, on which day a distribution in kind was made at the expense of the general share

premium reserve maintained by the Company, whereby one-half (1/2) of a Warrant was distributed to each

holder of Ordinary Shares on the record date (the "Distribution"), after which the Ordinary Shares and the

whole Warrants commenced trading separately on Euronext Amsterdam. Entitlements to fractions of Warrants

were forfeited.

1.2 Business Combination

The Company continues its search for a Business Combination with a Target, which is to be completed within

the 24-month period from the settlement date of the IPO (the settlement date of the IPO, being 21 July 2021,

the “Settlement Date”), being 21 July 2023, plus an additional six months subject to approval by the general

meeting (algemene vergadering) of the Company (the “General Meeting”) (the “Business Combination

Deadline”), as announced in the prospectus relating to the IPO dated 14 July 2021 (“the Prospectus”). The

Prospectus can be found on the Company’s website.

If the Company proposes to complete a Business Combination, it will convene an extraordinary General Meeting

and propose the Business Combination to the Company's shareholders (the "Business Combination EGM").

The resolution by the Board (as defined below) to complete a Business Combination will require the prior

approval of a simple majority of the votes cast on the Ordinary Shares and the Founder Shares (as defined

below) at the Business Combination EGM. If a proposed Business Combination is not approved at the Business

Combination EGM, the Company may (i) provide notice of a subsequent General Meeting and submit the same

proposed Business Combination for approval or (ii) seek other potential Targets, provided that the Business

Combination must be completed prior to the Business Combination Deadline. As disclosed in the Prospectus,

the Board may request the (annual) General Meeting to vote on granting a six-month extension of the initial

Business Combination Deadline, being 21 July 2023. If the General Meeting were to approve such extension,

the Business Combination Deadline would be extended to 21 January 2024. If the Board decides to request the

General Meeting to vote on granting a six-month extension, a resolution to that effect will be included as an

agenda item in the relevant General Meeting convocation notice and explained in the explanatory notes thereto.

1.3 Capital structure

As at 31 December 2022, the Company’s issued capital consisted of the following:

(i) 52,581.64, representing approximately 4.16% of the Company’s issued capital, consisting of

5,258,164 founder shares, each having a nominal value of €0.01 (the “Founder Shares”). The

Founder Shares shall not share in any profits nor in the reserves of the Company, other than in

case of a Liquidation (as defined below) in accordance with a pre-determined order of priority as

laid down in the Company’s articles of association as in force on the date hereof (the “Articles of

Association”). The Founder Shares will be converted into newly issued Ordinary Shares following

a Business Combination on a one-for-one basis, subject to adjustment for share sub-divisions,

share capitalisations, reorganisations, recapitalisations and such, in accordance with the

promoted schedule the terms of which are set out in the Prospectus;

(ii) €200,000, representing approximately 15.84% of the Company’s issued capital, consisting of the

founder share F1 in the Company with a nominal value of €200,000 (the “Founder Share F1”);

(iii) €210,326.56, representing approximately 16.65% of the Company’s issued capital, consisting of

21,032,656 Ordinary Shares, each having a nominal value of €0.01; and

(iv) €800,000, representing approximately 63.35% of the Company’s issued capital, consisting of the

80,000,000 Ordinary Shares held in treasury, for purposes of, inter alia, (i) the delivery of Ordinary

Shares upon the exercise of the Warrants and (ii) future issuances of securities of the Company

that are convertible into, exchangeable for or exercisable for Ordinary Shares to fund, or otherwise

in connection with, the Business Combination. As long as the Company’s treasury shares are held

in treasury, they will not yield dividends or rights to other distributions, entitle the Company as a

holder thereof to voting rights, count towards the calculation of dividends, or other distributions or

voting percentages, and be eligible for redemption. The Company’s treasury shares are admitted

to listing and trading on Euronext Amsterdam.

The Company further:

(i) has 10,516,328 Warrants in circulation;

(ii) has 9,809,796 rights to subscribe for one ordinary share in the capital of the Company (the

“Founder Warrants”) in circulation, which are, however, deemed embedded in and form part of

the Founder Share F1 held by the Sponsor. During the exercise period described in the

Prospectus, each whole Founder Warrant entitles an eligible holder to acquire one newly issued

Ordinary Share, at the exercise price of €11.50 per Ordinary Share, subject to certain anti-dilution

provisions, in accordance with the Warrant T&Cs; and

(iii) holds 40,000,000 Warrants in treasury for purposes of, inter alia, future issuances of securities of

the Company that are convertible into, exchangeable for or exercisable for Ordinary Shares to

fund, or otherwise in connection with, the Business Combination. As long as these Warrants are

held in treasury, they will not be exercisable. The Warrants held in treasury are admitted to listing

and trading on Euronext Amsterdam.

1.4 Escrow Account

On the Settlement Date, an amount equal to the IPO Proceeds was deposited in an escrow account held

with Banca Nazionale del Lavoro S.p.A. (the “Escrow Account”), bearing interest at the rate of EURIBOR

3M + 5bps.

Following the IPO, the Escrow Account was initially subject to the incurrence of negative interest

(“Negative Interest”). To provide compensation for the incurrence of Negative Interest in respect of the

IPO Proceeds, the Sponsor committed to bear up to 1% of any Negative Interest incurred in respect of the

IPO Proceeds, amounting to up to €2,103,266 (the “Negative Interest Cover”). However, as a result of

the prevailing EURIBOR interest rate environment since the Settlement Date, the Company anticipates

that the IPO Proceeds will have earned net interest income (for the avoidance of doubt, on an after-tax

basis) upon release of funds held in the Escrow Account. As a result, the Company anticipates that upon

occurrence of:

(a) an Ordinary Share repurchase procedure to be launched by the Company (x) under the Redemption

Arrangement (as defined in the Prospectus) in connection with a Business Combination, (y) in

connection with an Amendment or (z) prior to a Liquidation; or

(b) liquidation distributions in accordance with the Liquidation waterfall contained in the Articles of

Association,

participating holders of Ordinary Shares (the “Ordinary Shareholders”) will receive, as consideration in

such Ordinary Share repurchase procedure or as distribution in connection with a Liquidation, as the case

may be, an amount equal to €10.00 per Ordinary Share plus any net interest (for the avoidance of doubt,

on an after-tax basis) earned thereon (i.e., a pro rata share of the IPO Proceeds held in the Escrow Account

plus any net interest (for the avoidance of doubt, on an after-tax basis) earned thereon). To the extent that

there is any Negative Interest Cover or net interest earned thereon available for distribution thereafter,

such monies will be remitted to the Sponsor.

1.5 Costs

In addition to the Negative Interest Cover, the Sponsor has provided €7,706,530.80 to VAM Investments

SPAC through its subscription for Founder Shares to cover the costs (together with the Negative Interest

Cover, the "Costs Cover") related to the IPO and as initial working capital of VAM Investments SPAC (i.e.

costs relating to the search for a Target and other running costs). The funds contributed by the Sponsor

through its subscription for the Founder Shares will be fully at risk for the Sponsor in the event no Business

Combination is completed by the Business Combination Deadline.

As agreed in the letter agreement entered into on 16 July 2021 between the Sponsor, the Directors, the

CFO and the Company (the “Letter Agreement”) and published on the Company’s website, and as

previously disclosed in the Prospectus, to the extent the Sponsor, at the request of the Board, elects to

finance any costs in excess of the Costs Cover (through the issuance of loan or debt instruments to the

Company, such as promissory notes or lines of credit), any amounts to be repaid to it, or any part thereof,

may, at its election, be settled for additional rights to acquire an equivalent number of Founder Warrants

under the Founder Share F1 at a subscription price of €1.00 per Founder Warrant. Throughout the financial

year ended on 31 December 2022, no such additional financing was requested or extended.

The Company and the Sponsor have entered into an administrative services agreement (the

"Administrative Services Agreement") pursuant to which the Sponsor provides free-of-charge secretarial,

financial and administrative services to the Company, and any other services as agreed between the

Company and the Sponsor.

1.6 Board Structure

The Company has a one-tier board of directors (the "Board"), consisting of executive Directors (uitvoerende

bestuurders) and non-executive Directors (niet-uitvoerende bestuurders) (the "Directors").

Carlo Di Biagio has been serving as the chief financial officer (“CFO”) of the Company as of the Settlement

Date but is not part of the Board.

2. Basis of preparation

2.1 Accounting standards and declaration of compliance

These financial statements relate to the period from 1 January 2022 up to and including 31 December

2022 (the "Financial Statements") and have been prepared by the Board in accordance, and comply, with

International Financial Reporting Standards (“IFRS”) and interpretations adopted by the European Union,

where effective, for financial years beginning 1 January 2022 and also comply with the financial reporting

requirements included in Part 9 of Book 2 of the Dutch Civil Code.

The standards are available at the European Commission website:

https://finance.ec.europa.eu/capital-markets-union-and-financial-markets/company-reporting-and-

auditing/company-reporting/financial-reporting_en#ifrs

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 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 IFRS that have been issued but are not yet effective.

Considering the current circumstances the Company is in, it is currently not possible to assess the impact

of the changes on a future Business Combination. The effect will be assessed during this transaction.

2.2 Going concern

These Financial Statements have been prepared on a going concern basis.

Prior to the completion of a Business Combination, the Company does not engage in any operations, other

than in connection with the selection, structuring and completion of a Business Combination. Following the

Settlement Date, the Company has a 24-month period to complete a Business Combination, plus an

additional six months subject to approval by the General Meeting.

If the Company does not complete a Business Combination by the Business Combination Deadline, being

either the initial deadline of 21 July 2023 or, if requested from and granted by the General Meeting, the

extended deadline of 21 January 2024, the Company intends to, as soon as reasonably possible thereafter,

initiate an Ordinary Share repurchase procedure allowing the Ordinary Shareholders to receive as

consideration in such Ordinary Share repurchase procedure an amount equal to a pro rata share of the

IPO Proceeds held in the Escrow Account, which the Company anticipates will amount to €10.00 per

Ordinary Share plus any net interest (for the avoidance of doubt, on an after-tax basis) earned thereon.

Subsequently, the Company intends to, as soon as reasonably possible, and in any event, within no more

than two months from the Business Combination Deadline, at the proposal of the Board convene a General

Meeting for the purpose of adopting a resolution to (i) dissolve and liquidate the Company and (ii) delist

the Ordinary Shares and the Warrants (the “Liquidation”). In the event of a Liquidation, the distribution of

the Company's assets and the allocation of the Liquidation surplus to Shareholders shall be completed,

after payment of the Company's creditors and settlement of its liabilities, in accordance with a pre-

determined order of priority as laid down in the Articles of Association. There will be no distribution of

proceeds or otherwise with respect to any of the Warrants or the Founder Warrants, and all such Warrants

and Founder Warrants will automatically expire without value upon occurrence of such a Liquidation.

The Company’s management notes that the Business Combination Deadline, being either the initial

deadline of 21 July 2023 or, if requested from and granted by the General Meeting, the extended deadline

of 21 January 2024, is approaching. Moreover, the ongoing war in Ukraine and related matters like inflation,

rising interest rates, financial instability and other macroeconomic events impacting valuations or access

to capital markets remain concerning. These conditions indicate the existence of a material uncertainty,

which may cast significant doubt about the company’s ability to continue as a going concern – that is,

whether it will be able to continue its operations and meet its liabilities for at least 12 months from the date

of the Financial Statements.

While not compromising its focus on the business fundamentals for any given opportunity, the Company

is adapting its activities appropriately to factor in, to the extent possible, the current circumstances and the

challenging market environment. However, the Company’s management remains focused on completing

a Business Combination on or before the Business Combination Deadline. The balance of the Company’s

bank accounts as at 31 December 2022 is considered to be sufficient to cover working capital, running

costs and expenses and further liabilities as they fall due. Therefore, there is a reasonable expectation that

the Company will be able to continue its operations and meet its liabilities for at least 12 months from the

date of the Financial Statements, despite the approaching Business Combination Deadline. Consequently,

it is appropriate to adopt the going concern basis in preparing the financial reporting.

2.3 Basis of measurement

These 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.

These Financial Statements have been prepared on a historical cost convention, unless stated otherwise.

2.4 Use of estimates and judgements

In preparing these Financial Statement, the Board 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 areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates

are significant to the financial statements are the following:

• Note 13: The Board has exercised judgement in determining whether the cash held in the Escrow

Account should be treated as cash and cash equivalents or other financial assets and concluded that

the Escrow Account will be treated as other financial assets as the cash in the Escrow Account may

only be released under the terms and conditions set out in the escrow agreement entered into by, inter

alia, the Company and Servizio Italia S.p.A. (as escrow agent) on 17 July 2021 (the “Escrow

Agreement”) (i.e. not matching short-term cash commitments as defined under IAS 7.7.). The Escrow

Agreement is published on the Company’s website.

• Note 18: Redeemable Ordinary Shares and Warrants. The fair value of the Warrants at the issue date.

• Note 20: Regarding the Founder Shares issued by the Company, the Board has exercised judgement

in determining whether the Founder Shares should be treated as financial instruments or share based

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 recognized as an expense, with a corresponding increase in equity, over the vesting period

of the awards. The Board has exercised judgement in determining the grant date and concluded that

the grant date should be the date on which a Business Combination is consummated 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 5,258,164 Founder Shares owned by the Sponsor.

• Note 21: As disclosed in the Prospectus the underwriters in the IPO (the “Underwriters”) are potentially

entitled to a deferred underwriting fee (“Deferred Underwriting Fee”). This fee is only payable upon

completion of the Business Combination and will not be paid out of the Cost Cover, but from the funds

held in the Escrow Account. As at 31 December 2022, the Deferred Underwriting Fee is considered a

liability under IAS 37, amounting to maximum of €7.4 million, and is included in the accounting of the

amortized cost of Ordinary Shares.

3. Accounting methods

3.1 Determining fair value

The principles adopted for fair value of financial instruments are in accordance with IFRS 13 “Measurement

of fair value” and may be summarised as follows:

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.

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 far as

possible. The determination of what constitutes “observable” requires significant judgment by management.

Fair values of financial assets and liabilities that are traded in active markets are based on quoted market

prices or price quotations from a broker that provides an unadjusted price from an active market for identical

instruments. A market is regarded as “active” if transactions for the asset or liability take place with sufficient

frequency and volume to provide pricing information on an on-going basis.

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.

3.2 Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash

on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with

original maturities of three months or less that are readily convertible to known amounts of cash and which

are subject to an insignificant risk of changes in value.

3.3 Other receivables

Other receivables are recognized initially at their transaction price, the amount of consideration that is

unconditional, unless they contain significant financing components when they are recognized at fair value.

They are subsequently measured at amortized cost using the effective interest method, less loss allowance

(if any).

3.4 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.

3.5 Financial instruments

Financial assets – Classification and measurement

The Company classifies its financial assets in the following measurement categories:

• those to be measured subsequently at fair value (either through other comprehensive income

(OCI) or through profit or loss), and

• those to be measured at amortized cost.

The classification depends on the entity’s business model for managing the financial assets and

the contractual terms of the cash flows.

Financial assets - Recognition and derecognition

Regular purchases and sales of financial assets are recognized on the trade-date, the date on which the

Company commits to purchase or sell the asset. Financial assets are derecognized when the rights to

receive cash flows from the financial assets have expired or have been transferred and the Company has

transferred substantially all the risks and rewards of ownership.

Financial assets – Initial recognition

At initial recognition the Company measures a financial asset at its fair value plus, in the case of a financial

asset not carried at fair value through profit or loss, transaction costs that are directly attributable to the

acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or

loss are expensed in profit or loss.

Financial assets – Subsequent Measurements

Subsequent measurement depends on the Company’s business model for managing the asset and the

cash flow characteristics of the asset. There are three measurement categories into which the Company

classifies its instruments: (i) amortized cost, (ii) fair value through profit or loss; and (iii) fair value through

other comprehensive income.

The Company makes no use of derivative financial instruments. Besides cash and cash equivalents that

are measured at fair value, the Company’s receivables are measured at amortized costs. Interest income

from these financial assets is included in finance income using the effective interest rate method. Any gain

or loss arising on derecognition is recognized directly in profit or loss.

Financial assets – Impairment

The Company assesses on a forward-looking basis the expected credit loss associated with its financial

instruments carried at amortized cost. The impairment methodology applied depends on whether there has

been a significant increase in credit risk.

The Company has no trade receivables nor amounts due from customers for contract work including a

significant finance component and is therefore allowed to apply the simplified approach under IFRS 9, in

which the credit losses are measured using a lifetime expected loss allowance for all trade receivables.

Financial liabilities - Recognition and measurement

Financial liabilities are recognized when the Company becomes a party to the contractual provisions of the

financial instrument. The Company makes no use of derivative financial instruments.

Financial liabilities at amortized costs

Financial liabilities at amortized cost include redeemable Ordinary Shares and other payables. These

financial liabilities are initially recognized at fair value equal to the amount required to be paid, less, when

material, a discount to reduce the payables to fair value. Subsequently, trade and other payables are

measured at amortized cost using the effective interest method. Other payables are classified as current

liabilities due to their short- term nature, except for maturities greater than 12 months after the end of the

reporting period.

Financial liabilities at fair value through other comprehensive income

Financial liabilities at fair value through other comprehensive income include the Warrants. These financial

liabilities are initially recognized at fair value with subsequent changes in fair value being recognized in the

income statement.

Financial liabilities – Derecognition

The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled

or expire. On derecognition of a financial liability, the difference between the carrying amount extinguished

and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized

in the statement of comprehensive income.

The Company also derecognizes a financial liability when its terms are modified and the cash flows of the

modified liability are substantially different, in which case a new financial liability based on the modified

terms is recognized at fair value. However, when the cash flows of the modified liability are not substantially

different, the Company (i) recalculates the amortized cost of the modified financial liability by discounting

the modified contractual cash flows using the original effective interest rate and (ii) recognizes any

adjustment in the statement of comprehensive income.

Offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a

legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis

or realize the asset and settle the liability simultaneously. The Company does not have any legally

enforceable right to offset the recognized amounts in the balance sheet.

3.6 Founder Shares and Founder Warrants

The Company has issued and assigned Founder Shares and the Founder Share F1 (with embedded free

of charge option rights, namely the Founder Warrants) to the Sponsor. They are recognized as equity.

Founder Warrants met the ‘fixed-for-fixed' test. Upon completion of a Business Combination, the Founder

Shares will convert into, or can be exercised for, Ordinary Shares. In case the Company does not complete

a Business Combination within 24 months from the Settlement Date, plus an additional six months subject

to approval by the General Meeting, the Company will be dissolved and Liquidated. The Founder Warrants

will automatically expire without value upon occurrence of such a Liquidation and the Founder Shares

cannot be exercised for Ordinary Shares. See note 2.4 and note 20 for further explanation in respect of the

Founders Shares.

3.7 Ordinary Shares

Since the holders of Ordinary Shares have the right to demand cash at the earlier of (i) consummation of a

Business Combination and (ii) when no Business Combination is consummated by the Business

Combination Deadline, the Ordinary Shares are classified as a financial liability in accordance with IAS

32.18 until the point when this redemption feature lapses. These financial liabilities are classified as

measured at amortized cost using the effective interest method. Interest expenses are recognized in profit

or loss. Any gain or loss on derecognition is also recognized in profit or loss.

3.8 Warrants

The Warrants classify as a financial liability under IFRS and are initially measured at their fair value.

Subsequent to initial recognition, the Warrants are measured at fair value, and changes therein are

recognized in profit or loss.

3.9 Expenses

Expenses arising from the Company’s operations are accounted for in the year incurred.

3.10 Finance income and expenses

Finance expenses include interest incurred on borrowings calculated using the effective interest method

and interest on the Company’s cash and cash equivalent balances.

3.11 Taxation

Corporate income tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year

and any adjustment to the tax payable or receivable in respect of previous years. The amount of current

tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects

uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted

at the reporting date.

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 tax is determined using tax rates (and laws) that have been enacted or substantively enacted by

the end of the reporting period and are expected to apply when the related deferred income tax asset is

realized, or the deferred income tax liability is settled.

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.

3.12 Cash flow Statement

The cash flow statement is presented using the indirect method.

3.13 Segment information

The activities of the Company are considered to be a single operating segment under IFRS 8. Hence, no

further segmental disclosures are included in the financial statements.

4. Financial instruments and risk management

I. Accounting classification

The carrying amount of the redeemable Ordinary Shares is determined based upon amortized cost

calculation, using the effective interest rate method, considering the transaction cost paid to issue the

instrument and the interest incurred or accrued, as the case may be.

The Warrants initial value is determined based on a Level 1 using the listed market price of these Warrants

on Euronext Amsterdam on 20 August 2021 (first available valuation day) given the close proximity to the

IPO date. The fair value on 31 December 2022 is based on a Level 1 valuation using the listed market price

of these Warrants on Euronext Amsterdam.

II. Risk management

The Board has the overall responsibility for the establishment and oversight of the Company’s risk

management framework. The Company’s risk management policies are established to identify and analyse

the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and

adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in

market conditions.

Credit risk

Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet

its contractual obligations and arises principally from the Company’s receivables. The Company’s credit

risk mainly relates to its cash and cash equivalents that are placed in a bank. The Company determines the

credit risk of cash and cash equivalents that are placed with these banks as low, by solely doing business

with highly respectable bank.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with

its financial liabilities that are settled by delivering cash or another financial asset. The Company’s objective

when managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its

liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable

losses or risking damage to the Company’s reputation. As at 31 December 2022, the Company has

sufficient funds to pay its obligations for the next year.

31 December 2022

Carrying amount

Total

< 1 Year

1-2 Years

EUR 1,000

Redeemable Ordinary Shares

203,166

Deferred Underwriting Fee

7,361

Warrants

3,576

Other payable

233

Total

214,336

210,760

31 December 2021

Carrying amount

Total

< 1 Year

1-2 Years

EUR 1,000

Redeemable Ordinary Shares

196,383

Deferred Underwriting Fee

7,361

Warrants

3,996

Other payable

262

Total

208,002

204,006

262

203,744

The amounts in the maturity buckets are undiscounted and based on expected contractual dates. The

undiscounted amounts approximate the carrying amount which is on a fair value basis.

The contractual value for the Warrants cannot be expressed in a value, as it is a right. During the exercise

period described in the Prospectus, each whole Warrant entitles an eligible holder to acquire one Ordinary

Share, at the exercise price of €11.50 per Ordinary Share, subject to certain anti-dilution provisions, in

accordance with the Warrant T&Cs.

Market risk

Market risk is the risk that changes in market prices – e.g. interest rates and equity prices – will affect the

Company’s income or the value of its holdings of financial instruments. The objective of market risk

management is to manage and control market risk exposures within acceptable parameters, while

optimizing the return.

5. Other income

1 January 2022-31 December

2022

7 April 2021-31 December

2021

EUR 1,000

Government grant

133

The government grant in relation to art. 19 of the Sostegni-bis Decree, converted with amendments by Law

106/2021, provides that for the 2021 tax period the deduction of the notional return pursuant to art. 1 of the

Legislative Decree 201/2011 can alternatively be used through the recognition of a tax credit.

6. Other expenses

1 January 2022-31 December 2022

7 April 2021-31 December 2021

EUR 1,000

Listing expenses

(331)

Professional services

(597)

(257)

Travel expenses

(5)

(4)

Insurances

(487)

(220)

Bank charges

(88)

(110)

Other expenses

(5)

(1)

(1,182)

(923)

7. Effective interest on Ordinary Shares subject to redemption

The IPO transaction costs of €4.7 million are allocated pro rata to the Shares and to the Warrants for the

amounts of €4.5 million and €0.1 million respectively. The IPO transaction costs charged to the Warrants are

directly recognized in the profit and loss account as part of other expenses (see note 6).

The same method is used for the allocation of the Deferred Underwriting Fee, which amounts to €7.4 million.

This amount is allocated pro rata to the Ordinary Shares and to the Warrants for the amounts of €7.2 million

(included in the accounting of the amortized cost of Ordinary Shares) and €0.2 million respectively. The effective

interest on the Ordinary Shares amounts to €6.8 million (€3.5 million in 2021).

1 January 2022-31 December

2022

7 April 2021-31 December

2021

EUR 1,000

Effective Interest on Ordinary shares subject to redemption

(6,783)

(3,540)

Total

(6,783)

(3,540)

See note 13 for further explanation in respect of the Escrow Account.

8. Interest income and expenses

1 January 2022-31 December

2022

7 April 2021-31 December

2021

EUR 1,000

Interest income

1,133

1 January 2022-31 December

2022

7 April 2021-31 December

2021

EUR 1,000

Interest expenses

(456)

(490)

(456)

(490)

Upon release of the funds held in the Escrow Account, the consideration in such Ordinary Share repurchase

procedure or distribution in connection with a Liquidation corresponding to the gross interest income earned in

respect of the funds held in the Escrow Account may be subject to withholdings for applicable taxation.

See note 13 for further explanation in respect of the escrow account.

9. Income tax

The Company’s tax jurisdiction is Italy. As it is uncertain if current tax losses can be utilized against future tax

profits, the Company did not recognize a deferred tax asset for its tax losses. The Company’s tax losses for the

financial year that ended 31 December 2022 amount to € 6.2 million, which can be carried forward for an

unlimited period.

1 January 2022-31 December

2022

7 April 2021-31 December

2021

EUR 1,000

Profit (loss) before income tax

(6,734)

(3,155)

Tax calculated based on Italian tax rate

24.0%

Tax Effect of:

Current year losses for which no deferred tax asset was

recognized

-24.0%

Effective tax rate

0.0%

10. Earnings per share

The calculation of basic and diluted earnings per share has been based on the following loss attributable

to holders of Ordinary Shares and weighted-average number of Ordinary Shares outstanding.

31 December

2022

31 December

2021

1,000

Net income (loss) attributable to equity holders

(6,734)

(3,155)

Outstanding number of Ordinary Shares for the basic earnings per Ordinary Share

21,033

Effect of issued Ordinary Shares in 2021

Weighted-average number of Ordinary Shares outstanding for the purposes of basic

earnings per Ordinary Share

21,033

Incremental Ordinary Shares for assumed conversion of Warrants, Founder Shares and Founder

Warrants

25,584

Weighted-average number of Ordinary Shares outstanding for the purposes of diluted

earnings per share

46,617

As the Company is loss making, the diluted earnings per share are equal to the basic earnings per share, as

the impact of incremental shares on earning per share is anti-dilutive.

11. Numbers of employees

The Company has two employees as at 31 December 2022 (two employees as of 31 December 2021),

executive Directors Francesco Trapani and Marco Piana, who are both rendering services to the Company

under an employment agreement.

12. Compensation Key Management

The executive Director Francesco Trapani is entitled to a cash compensation prior to completion of a Business

Combination, which has been set at €35,000 per year.

The executive Director Marco Piana is entitled to a cash compensation prior to completion of a Business

Combination, which has been set at €50,000 per year.

Each of the non-executive Directors is entitled to a cash compensation prior to completion of a Business

Combination, which has been set at €35,000 per year.

Appointment date

Remuneration

1 January 2022-31 December 2022

7 April 2021-31 December 2021

EUR 1,000

Directors

Francesco Trapani

16/07/2021

17.5

Marco Piana

16/07/2021

René Abate

16/07/2021

17.5

Beatrice Ballini

16/07/2021

17.5

Thomas Walker

16/07/2021

17.5

CFO

Carlo Di Biagio

16/07/2021

12.5

Total

215

107.5

The compensation for the Directors charged as at 31 December 2022, amounted to €190,000 (€95,000 in 2021).

In 2022, the Directors and CFO were entitled to receive total short-term compensations of €215,000 (€107,500

in 2021), of which €155,000 was already paid in 2022.

Furthermore, the Directors and the CFO indirectly participate in the performance of the Founder Shares,

which can be specified as follows:

• Francesco Trapani indirectly participates in the Founder Shares through an investment of €2,882,600

in a special class of non-voting tracking stock issued by the Sponsor;

• Marco Piana indirectly participates in the Founder Shares through an investment of €165,000 in a

special class of non-voting tracking stock issued by the Sponsor;

• Renè Abate indirectly participates in the Founder Shares through an investment of €480,400 in a

special class of non-voting tracking stock issued by the Sponsor;

• Beatrice Ballini indirectly participates in the Founder Shares through an investment of €338,000 in a

special class of non-voting tracking stock issued by the Sponsor;

• Thomas Walker indirectly participates in the Founder Shares through an investment of €507,100 in a

special class of non-voting tracking stock issued by the Sponsor;

• Carlo di Biagio indirectly participates in the Founder Shares through an investment of €202,800 in a

special class of non-voting tracking stock issued by the Sponsor.

13. Other financial assets

31 December 2022

31 December 2021

EUR 1,000

Unaudited

Audited

Escrow account

212,332

210,947

Financial assets

212,332

210,947

Financial assets consist of the gross IPO Proceeds and net interest earned thereon and the Negative Interest

Cover and net interest earned thereon, in each case held in the Escrow Account. Funds held in the Escrow

Account will be released only in accordance with the terms and conditions of the Escrow Agreement. As such,

the funds held in the Escrow Account are restricted and not freely available to the Company. Therefore, based

on the nature of the account, the funds held in the Escrow Account are not considered as cash or cash

equivalent.

On 21 July 2022, the Company transferred €1,000,000 from the Company’s working capital account into the

Escrow Account to fund the Negative Interest Cover.

The funds held in the Escrow Account are subject to the interest rate of EURIBOR 3M + 5bps. Throughout the

financial year 2022, the net interest result in respect of the funds held in the Escrow Account amounted to

€677,387, subject to any applicable taxation to be deducted upon release of the funds held in the Escrow

Account.

14. Other receivables

31 December 2022

31 December 2021

EUR 1,000

Other receivables

427

The fair value of the receivables approximates the carrying amounts. No breakdown of the fair values of trade

and other receivables and the non-current portion of the receivables has been included as the differences

between the carrying amounts and the fair values are insignificant.

15. Cash and cash equivalents

31 December 2022

31 December 2021

EUR 1,000

Bank

1,232

2,955

Cash and cash equivalents in the statement of cash flows

1,232

2,955

The Company has around €1.2 million of cash and cash equivalents accounted as current financial assets.

16. Other Current Assets

31 December 2022

31 December 2021

EUR 1,000

Other current assets

266

754

266

754

The other current assets are related to insurance costs accruing in the future.

17. Equity

Number of Founder Shares

Share capital

Share premium

Total

EUR 1,000

Balance 31/12/2022

5,258,164

253

9,557

9,810

Number of Founder Shares

Share capital

Share premium

Total

EUR 1,000

Balance 31/12/2021

5,258,164

9,757

9,810

On 21 July 2021, the Company issued 4,999,900 Founder Shares at a nominal value of €0.01 each, against

payment of € 9,500,000, and one Founder Share F1, with a nominal value of € 200,000. For transactions with

the Sponsor see note 23.

On 21 July 2021, the Company issued 80,000,000 Ordinary Shares at a nominal value of €0.01 each and

40,000,000 Warrants to the Sponsor against payment of €800,000, which on the same date have been

repurchased by the Company as Treasury Shares and Treasury Warrants against payment of € 800,000 in

aggregate. Such Treasury Shares and Treasury Warrants are held for the purpose of potentially allotting these

Treasury Shares and Treasury Warrants to investors around the time of the Business Combination.

On 23 July 2021, after the exercise of the Over-allotment Option, the Sponsor, in an additional private

placement, subscribed for 258,164 additional Founder Shares in the Company with a nominal value of €0.01

each, for an aggregate subscription price of €309,796, and the Founder Share F1 embedded an additional

309,796 Founder Warrants.

Each Founder Warrant is exercisable by the Sponsor to subscribe for one Ordinary Share at €11.50 or otherwise

in accordance with the Warrant T&Cs, but pursuant to the Warrant T&Cs the Sponsor may elect a cashless

exercise in which case it would receive a certain amount of Ordinary Shares based on the fair market value of

the Ordinary Shares without being obliged to pay cash.

Under Dutch law, the Company is not required to have, and does not have, an authorized share capital

(maatschappelijk kapitaal), because it is a private company with limited liability.

18. Redeemable Ordinary Shares and Warrant

31 December 2022

31 December 2021

EUR 1,000

IPO proceeds based on sale of Units

210,327

Less: initial recognition of the Warrants

(5,784)

Less: IPO costs

(4,541)

Less: deferred IPO costs

(7,159)

Effective interest accretion

10,323

3,540

Carrying amount

203,166

196,383

Following the IPO, the Company issued 21,032,656 Ordinary Shares and distributed 10,516,238 Warrants as

part of a Unit, which were sold at an offer price of € 10.00 per Unit. A Unit consisted of one Ordinary Share and

(a right to receive) one-half (1/2) of a Warrant.

Instrument

Number

Initial Value

Fair Value at 31

December 2022

Total Value as per 31 December 2022

Warrants

10,516,328

0.38

0.34

3,575,552

Instrument

Number

Initial Value

Fair Value at 31

December 2021

Total Value as per 31 December 2021

Warrants

10,516,328

0.55

0.38

3,996,205

Each of the Warrants will be exercisable for an Ordinary Share after completion of the Business Combination

in accordance with the Warrant T&Cs.

If the Company does not complete a Business Combination by the Business Combination Deadline, being either

the initial deadline of 21 July 2023 or, if requested from and granted by the General Meeting, the extended

deadline of 21 January 2024, the Company intends to, as soon as reasonably possible thereafter, initiate a

repurchase procedure allowing the Ordinary Shareholders to receive as consideration in such Ordinary Share

repurchase procedure an amount equal to a pro rata share of the IPO Proceeds held in the Escrow Account,

which the Company anticipates will amount to €10.00 per Ordinary Share plus any net interest (for the avoidance

of doubt, on an after-tax basis) earned thereon. See “2.2 Going Concern” above.

19. Other Payables

31 December 2022

31 December 2021

EUR 1,000

Trade payables

173

204

Tax and social payables

Other payable

Total

233

263

All current liabilities fall due in less than one year. The fair value of the current liabilities approximates the

carrying amount due to its short-term character.

20. Share-based payments

The Company has issued Founder Shares to the Sponsor. The Board 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 recognized as an expense, with a corresponding

increase in equity, over the vesting period of the awards. The Board 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 from 1 January 2022 up to and until 31 December 2022

for the 5,258,164 Founder Shares owned by the Sponsor.

21. Contingencies and commitments

As disclosed in the Prospectus, the Underwriters are potentially entitled to a Deferred Underwriting Fee. This

Deferred Underwriting Fee is only payable upon completion of a Business Combination and will be paid out

from the funds held in the Escrow Account. As at 31 December 2022, the Deferred Underwriting Fee (amounting

to maximum of €7.4 million) has been considered in the determination of the amortizing cost of the redeemable

Ordinary Shares.

22. Related party transactions

Transactions with related parties are assumed when a relationship exists between the Company and a natural

person or entity that is affiliated with the Company. This includes, amongst others, the relationship between the

Company and its subsidiaries, shareholders, directors and key management personnel. Transactions are

transfers of resources, services or obligations, regardless whether anything has been charged. For transactions

with key management personnel refer to note 12.

23. Transaction with the Sponsor

On 14 April 2022, the Board requested the Sponsor to pay the nominal value of the Founder Share F1 in full.

This payment was effected from the Company’s general share premium reserve and the Board has granted full

discharge to the Sponsor for such payment of the nominal value.

24. Auditors remuneration

Mazars Accountants N.V. was appointed as the external auditor of the Company for the financial year of the

Company that ended on 31 December 2022. Mazars Accountants N.V. is entitled to receive a cash

compensation set at €50,000 (€40,000 in 2021).

25. Events after the balance sheet date

No material event occurred subsequent to 31 December 2022 that requires disclosure.

Authorization of the financial statements

Signed for approval on 17 April 2023

_____________________________ ____________________________

Francesco Trapani Marco Piana

Executive Director Executive Director

_____________________________ ____________________________

René Abate Thomas Walker

Non-Executive Director Non-Executive Director

_____________________________

Beatrice Ballini

Non-Executive Director

OTHER INFORMATION

Provisions in the Articles of Association relating to profit appropriation

Pursuant to article 31 of the Articles of Association of the Company, from the profits accrued in a financial

year, €1.00 shall be allocated to the profit reserve held for the exclusive benefit of the holder of the Founder

Share F1 (the “Profit Reserve Founder Share F1”). The Board may resolve that profits remaining

thereafter shall be fully or partially added to other reserves and may also resolve how losses are allocated.

The General Meeting is authorised to allocate any remaining profits and to declare distributions to the

holders of Ordinary Shares, each at the proposal of the Board, provided that no further profits shall be

allocated to the Profit Reserve Founder Share F1. The Board may resolve to make (interim) distributions

out of the Company’s profits or any of the Company’s reserves, other than the Profit Reserve Founder

Share F1. Any such distribution shall be made to the holders of Ordinary Shares in proportion to the

aggregate number of Ordinary Shares held by each.

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

VAM Investments SPAC B.V.

Report on the audit of the financial statements 2022

included in the annual report

Our opinion

We have audited the financial statements 2022 VAM Investments SPAC 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

VAM Investments SPAC 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 31 December 2021 to 31 December 2022:

3. the profit and loss and other comprehensive income, changes in equity and cash flows; and

4. 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 VAM Investments SPAC 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).

We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

opinion.

Material uncertainty related to going concern and our audit response

We draw attention to note 2.2 (Going concern) of the financial statements which indicates that if the

Company does not complete a business combination prior to the Business Combination Deadline of

21 July 2023 or, if requested from and granted by the General Meeting, the extended deadline of

21 January 2024, the company must be dissolved and liquidated and the Ordinary Shares and Market

Warrants will be delisted. These conditions indicate the existence of a material uncertainty, which may

cast significant doubt about the company’s ability to continue as a going concern. Our opinion is not

modified in respect of this matter. This is based on our audit approach that is explained hereafter:

The management board expects that the Company will be able to fulfil all its obligations in case the

company will be liquidated and dissolved.

In order to evaluate the appropriateness of management’s use of the going-concern basis of accounting,

including management’s expectation that their plans sufficiently address the identified going-concern risk

and the adequacy of the related disclosures, we amongst others, performed the following procedures:

● we inquired with management to understand the Company’s ability to continue as a going concern;

● we reviewed the Prospectus of the Company and escrow agreement with Servizio-Italia S.P.A. and

noted that the funds held in escrow can only be used for the acquisition of a business combination

or the distribution of funds upon liquidation;

● we determined that in case the general meeting would vote in favour of liquidation of the Company,

this can be effectuated per of 21 July 2023 or, if requested from and granted by the General

Meeting, the extended deadline of 21 January 2024. Therefore, we obtained the cash flow forecast

until 21 January 2024 from management;

● we reconciled the cash balance as included in the cash flow forecast, back to the bank statements;

● we challenged the forecasted cash flows until 21 January 2024 by comparing them to the actual

expenses incurred in 2022 and to what is contractually agreed with external parties;

● we reviewed the adequacy and appropriateness of disclosures in the financial statements.

We evaluated whether the going-concern risk including management’s plan to address the identified risk

and the most significant underlying assumptions have been sufficiently described in the notes to the

financial statements. We found the disclosure going concern in the financial statements, where

management disclosed conditions that indicate the existence of a material uncertainty which may cast

significant doubt about the Company’s ability to continue as a going concern to be adequate.

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 information above relating to our audit approach going concern and

the following information in support of our opinion and any findings were 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 € 2.1 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 board that misstatements in excess of € 64,277, 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.

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 and examined the underlying audit

documentation;

• 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.

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.

Our observations

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 matter

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 report of the directors;

• the report of the non-executive directors;

• 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 report of the directors, the report of the non-executive

directors, and the other information as required by Part 9 of Book 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.

Management is responsible for the preparation of the other information, including the report of the

directors and the report of the non-executive directors in accordance with Part 9 of Book 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 VAM Investments SPAC B.V. on 15 June 2021, 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)

VAM Investments SPAC B.V. has prepared its annual report in ESEF. The requirements for this are set

out in the Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the

specification of a single electronic reporting format (hereinafter: the RTS on ESEF).

In our opinion, the annual report prepared in XHTML format, including the financial statements as

included in the reporting package by VAM Investments SPAC 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).

Our examination included among others:

• obtaining an understanding of the entity's financial reporting process, including the preparation of

the annual report in XHTML-format;

• identifying and assessing the risks that the annual report does not comply in all material respects

with the RTS on ESEF and designing and performing further assurance procedures responsive to

those risks to provide a basis for our opinion, including obtaining the annual report in XHTML-format

and performing validations to determine whether the annual report complies 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.

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.

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, 17 April 2023

Mazars Accountants N.V.

Original has been signed by: M. Vazel RA