DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

Annual Report and Financial Statements

For the year ended 31 December 2022

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

CONTENTS

For the year ended 31 December 2022

Page(s)

Company Overview 3

Summary Information 4

Chairman’s Statement 5

Directors 6 - 7

Directors Strategic Report 8 - 14

Directors Remuneration Report 15

Corporate Governance Report 16 - 22

Report of the Audit Committee 23 - 25

Statement of Directors Responsibilities 26 - 27

Independent Auditor's Report 28 - 32

Statement of Financial Position 33

Statement of Comprehensive Income 34

Statement of Cash Flows 35

Statement of Changes in Equity 36

Notes to the Financial Statements 37 - 55

Key Advisers and Contact Information 56

Defined terms throughout this Financial Report have the meanings given in the Definitions section of the

Company’s Prospectus dated 6 October 2021, unless the context otherwise require

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

CONTENTS

For the year ended 31 December 2022

COMPANY OVERVIEW

Disruptive Capital Acquisition Company Limited (the “Company”) is a special purpose acquisition

company (“SPAC”) incorporated on 29 April 2021 under the laws of Guernsey as a non-cellular company

limited by shares. The Company’s Ordinary Shares and Warrants (as defined in its Prospectus) was

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

N.V. (“Euronext Amsterdam”) on 7 October 2021.

INVESTMENT OBJECTIVES AND POLICY

The company focuses solely on undertaking a Business Combination (legal merger, amalgamation, share

exchange, asset and/or liability acquisition, share purchase, reorganisation or similar business

combination) with a target business or entity operating in the financial services sector in Western and/or

Northern Europe., although it may pursue an acquisition opportunity in any industry, sector or

geographical region.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

SUMMARY INFORMATION

For the year ended 31 December 2022

Listing

Euronext Amsterdam

Share Price

£10.10 (31 December 2022)

Warrant Price

£0.18 (31 December 2022)

Market Capitalisation

£127.9m

Current / Future Anticipated Dividend

Nil

Dividend Payment Dates

n/a

Currency

Pounds Sterling (£)

Launch Date / Share Price (nominal)

£0.0001

Incorporation and Domicile

Guernsey

Legal advisors – Dutch Law

Stibbe N.V.

Legal advisors – UK Law

Herbert Smith Freehills LLP

Legal advisors – Guernsey Law

Ogier (Guernsey) LLP

Administrator – from 1 July 2022

Admina Fund Services Limited

Administrator – to 30 June 2022

JTC Fund Solutions (Guernsey) Limited

Auditor

BDO LLP

Market Makers

J.P. Morgan Securities Plc

SEDOL, ISIN, LEI

GG00BMB5XZ39

Year End

31 December

Stocks & Shares ISA

Eligible

Website

www.disruptivecapitalac.com

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

CHAIRMAN’S STATEMENT

For the year ended 31 December 2022

Dear Shareholders,

It’s my pleasure to write the Company’s second Chairman’s Review. Since our last review, the world has

seen challenging public markets, high inflation driven largely by the energy crises affecting households

and businesses equally. This has created a challenging environment in which to complete a business

combination and raise capital.

Following the withdrawal from the proposed business combination with Saxo Bank, as announced in

2022, the Company had limited time available to contemplate an alternative Business Combination and

so proposed and held an Extraordinary General Meeting to extend the life of the Company, offering an

opportunity for shareholders to redeem the majority of their shares and receive a return of the majority

of cash held by the Company. As at the close of the tender and stub offer period the company holds

89.5% of its Ordinary Shares in treasury. By extending the Business Combination Deadline the Company

obtained further opportunity to identify and complete a Business Combination and on 19 April 2023

announced that the Company has agreed a business combination with Global Interconnection Group SA

which will be presented to shareholders at the Extraordinary General Meeting scheduled for the 12 May

2023. This is an exciting proposition for the Company to build an integrated platform to service, supply

and invest in interconnector cables and wider energy transmission infrastructure projects as further

detailed in the press release of 19 April 2023.

Following agreement of the Business Combination I have announced my intention to retire from the

board following the Extraordinary General Meeting and I would like to take this opportunity to thank

Dimitri Goulandris for his contribution prior to his resignation from the board on 23 December 2022 and

welcome the proposed new directors, Michael Ridley, Luke Webster and Dame Jennie Younger who

bring many collective years of experience to the Company.

Wolf Becke

Chair

28 April 2023

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

DIRECTORS

For the year ended 31 December 2022

As at the date of this Annual Report 2022, the Statutory Board of Directors (the “Board”) is composed of

the following Statutory Directors (the “Directors”):

Wolf Becke, aged 76 (Chairman) - Appointed to the Board on 15 July 2021

Wolf Becke is an independent non-executive director and chair of the Board (the “Chair”). He was a

member of the Board of Directors of Swiss Life Holding AG between 2012 and 2017, a member of the

Board of Directors of Vitality Life Ltd between 2016 and 2020, and a member of the Board of Directors

of Discovery Holdings Europe Ltd between 2016 and 2020. He served for over 20 years on the executive

board of Hannover Re., including as the chief executive officer of Hannover Life Re, from 1999 to 2011.

He also serves as a committee member for Pension SuperFund Capital GP II Limited. He also sat on the

board of Swiss Life Holding from 2012 to 2017.

Edmund Truell, aged 60 (Director) - Appointed to the Board on 29 April 2021

Edmund Truell is the executive director of the Company. He is a director and the managing partner of

Disruptive Capital GP Limited, the Sponsor. His investment track record has a lifetime average net

realised IRR of approximately 33% with over £9 billion of investments across the past 27 years of his

private equity career, in either chief executive officer or investment committee chair roles. In 1988, he

led the management buyout of Hambro European Ventures, which he co-founded in 1987 and ran from

1993, to form Duke Street Capital, a top ten European private equity firm, which generated an aggregate

net 31% realised IRR from its inception until its sale in 2007. Whilst leading Duke Street Capital, he

created Duchess 1, the first collateralized debt obligation fund in Europe, in 2001 which raised €1 billion.

In 2007, he co-founded with his late brother, Daniel Truell, the Pension Insurance Corporation, one of

the United Kingdom’s largest ever start-ups. As its chief executive officer, he developed the Pension

Insurance Corporation into a leader in the UK bulk annuity market, which has £49.6 billion in assets and

273,500 pension scheme members each as at December 2020. As Chairman of the London Pension Fund

Authority, a position he held from 2012 to 2015, he led the first ever public sector pension merger, with

Lancashire and Berkshire and transformed UK public sector funds. He also restructured the entire

management team and transformed the asset and liability management of the London Pension Fund

Authority, while the funding improved from 50% to 93% of liabilities. He was also an architect of the

£260 billion SuperPools consolidation. In 2018, he co-founded the Pension SuperFund, aiming to

consolidate UK private sector pension funds across this £2.1 trillion sector (as at 2018).

Roger Le Tissier, aged 58 (Director) - Appointed to the Board on 29 April 2021

Roger Le Tissier is a non-executive director of the Company. He holds several non-executive director

positions with leading asset managers, private equity general partners, insurance, pension companies

and charities. Previously, he was a partner of the law firm and fiduciary group Ogier and the founder

partner of Ogier, Guernsey from its inception in 1998 until 2013. He also serves as a non-executive

director of Pension SuperFund and Long Term Assets Limited.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

DIRECTORS STRATEGIC REPORT

For the year ended 31 December 2022

Principal activities and investing policy

The Company was incorporated on 29 April 2021 under the laws of Guernsey as a non-cellular company

limited by shares. The Company’s Ordinary Shares and Warrants were admitted to trading on Euronext

Amsterdam on 7 October 2021.

The Company had an initial offering of up to 12,500,000 Ordinary Shares and up to 6,250,000 Warrants.

The Company offered the Ordinary Shares and Warrants in the form of Units, each consisted of one

Ordinary Share and ½ of a redeemable Warrant.

The Company was incorporated to undertake a Business Combination (legal merger, amalgamation,

share exchange, asset and/or liability acquisition, share purchase, reorganisation or similar business

combination) with a target business or entity and has entered into an agreement for the acquisition of

Global Interconnecton Group SA (“GiG”), subject to the Extraordinary General Meeting called for 12 May

2023. The Company believes that GiG represents an exciting opportunity to build a significant business

and generate shareholder value.

Risk Management

The Directors are responsible for supervising the overall management of the Company. Portfolio

exposure has been limited by the guidelines which are detailed within the Principal Activities and

Investment Policy section of the annual report.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

DIRECTORS STRATEGIC REPORT (CONTINUED)

For the year ended 31 December 2022

Risk Management (continued)

The principal risks facing the Company, include but are not limited to, the following:

• performance risk;

• market risk;

• relationship risk; and

• operational risk

An explanation of these principal risks and how they are managed is set out below.

Performance Risk

Performance post Business Combination

The Company expects the Business Combination to relate to a single target company or business.

Accordingly, the prospects of the Company’s success following the Business Combination may be:

• solely dependent upon the performance of a single business, line of business or assets and

liabilities; or

• dependent upon the development or market acceptance of a single or limited number of

products, processes or services.

As a result, returns for Ordinary Shareholders may be adversely affected if growth in the value of the

target is not achieved or if the value of the target company or business or any of its material assets is

written down.

Following the Business Combination, the Company will be dependent on the income generated by the

target company or business in order to meet its own expenses and operating cash requirements. If the

target company or business is unable to generate sufficient cash flow, the Company may be unable to

pay its expenses or make distributions and dividends on the Ordinary Shares. An inappropriate strategy

or poor execution of strategy may lead to underperformance.

To manage that risk the Company will typically have several potential target companies under review at

any one time in various stages of analysis. The Company intends to closely scrutinise the management

of a target company or business when evaluating the desirability of effecting a Business Combination.

The Company has identified general criteria and guidelines for evaluating prospective target companies

and businesses. As part of the due diligence process, the Board expects to determine whether a target

is a suitable candidate for the Business Combination, considering the results of operations, financial

condition and prospects of a potential overall arrangement.

Failure to complete a Business Combination

If the Company fails to complete a Business Combination, it will not be able to generate any revenues,

which would effectively prevent the Company from paying dividends to Shareholders. The Ordinary

Shareholders would only be entitled to the remaining assets of the Company after settlement of all

creditors.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

DIRECTORS STRATEGIC REPORT (CONTINUED)

For the year ended 31 December 2022

Market Risk

Market risk arises from uncertainty about the future operating performance and market response to the

Company’s Business Combination with the target company.

The Company’s investment approach is to invest in only one company at a time. Such investment

concentration may subject the Company to greater market fluctuation and loss than might result from

a diversified investment portfolio.

Investors may be unable to sell their Ordinary Shares and/or Warrants unless a viable market can be

established and maintained. Accordingly, the Ordinary Shares and Warrants may not be suitable for

short-term investment. Admission on the Euronext Amsterdam should not be taken as implying that

there will be an active trading market for the Ordinary Shares and Warrants. Even with an active trading

market, the market price for the Ordinary Shares and Warrants may fall below the Offer Price. The

Sponsor and each of the Directors will be bound by Lock-up Arrangements. The market price of the

Ordinary Shares and Warrants could decline if, following the end of any lock-up period, a substantial

number of Ordinary Shares are sold by the Sponsor, the Directors and/or its affiliates in the public market

or if there is a perception that such sales could occur.

Relationship Risk

As part of such Business Combination, it is expected that the management of any target company or

business will assume board positions in the post-Business Combination entity. It is further expected that

the Company will pursue a Business Combination in which it issues a substantial number of new Ordinary

Shares in exchange for all the issued and outstanding share capital of a target, and/or issue a substantial

number of new Ordinary Shares to third parties for cash in connection with financing a Business

Combination. As a result, the post-Business Combination entity’s majority shareholders are expected to

be the sellers of the target and/or third-party equity investors, while the Ordinary Shareholders

immediately prior to the Business Combination are expected to own a minority interest in the post-

Business Combination entity. Such third parties may have economic or other business interests or goals

that are inconsistent with the Company’s business interests and goals. As a result of the foregoing, the

Ordinary Shareholders and Directors may not be able to exert material influence or control over the

target company or business following completion of the Business Combination.

The target business’ success may be dependent on the skills and expertise of certain employees or

contractors. If any of these individuals resign or become otherwise unavailable, the target business may

be materially adversely impacted. As a mitigating factor, the Company is likely to evaluate the personnel

of the target business and may determine that it requires increased support to operate and manage the

target business in accordance with the Company’s overall business strategy.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

DIRECTORS STRATEGIC REPORT (CONTINUED)

For the year ended 31 December 2022

Operational Risk

Following the Business Combination Completion Date, the Company may be subject to significant

liabilities of a target business, if not identified during the due diligence process, which could contribute

to poor operational performance, undermine any attempt to restructure, operate and/or grow the

target business in line with the Company’s business plan and could have a material adverse effect on the

Company’s business, results of operations, financial condition and prospects. However, prior to the

Business Combination, as part of the fair determination of the consideration for a target business, and

as part of evaluating the risks associated with such a target business, the Company will endeavour to

consider the financial and operational performance, and overall resilience of the target business

considering the challenges of COVID-19 and similar disruptive events.

The Company may focus on completing a Business Combination with a complex business or line of

business that it believes would benefit from operational improvements and/or fast-growing companies

that it believes would benefit from support in such growth. If the Company is not able to achieve the

desired operational improvements, the Company may not achieve the gains that the Company

anticipates. However, the Company believes that the Leadership Team’s proven operational ability and

track record, demonstrated over 30 years of experience in buy-build-transform strategies offers a highly

differentiated value proposition. The sourcing, valuation, diligence and execution capabilities of the

Leadership Team are expected to provide the Company with a substantial pipeline of opportunities from

which to evaluate and select a business that will benefit from its expertise.

To manage the risk, all operational risk is reviewed by the Board at each Board meeting. Further, at each

Board meeting, the Board would receive reports from the Company Secretary and Administrator in

respect of administration matters and duties performed by it on behalf of the Company. The Company

is subject to laws and regulations enacted by national, regional and local governments. In particular, the

Company will be required to comply with, certain requirements of Euronext Amsterdam, under Dutch

law and under Guernsey law. Compliance with, and monitoring of, applicable laws and regulations will

be monitored by the Board.

Other risks faced by the Company are described in detail within the Company’s Prospectus and can be

obtained at www.disruptivecapitalac.com.

The Board have considered the Company's solvency and liquidity risk and disclosure of this is made in

the viability statement below.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

DIRECTORS STRATEGIC REPORT (CONTINUED)

For the year ended 31 December 2022

Viability Statement

The Directors have assessed the viability of the Company over the period ending 11 April 2024, being

the extended date by which a continuation vote must be put to the Shareholders. The Directors have

determined that the period to 11 April 2024 is the maximum period over which to provide its viability

statement in order to keep in line with its investment strategy.

The Directors have identified the following factors as potential contributors to ongoing viability:

• The principal risks documented in the Directors’ Strategic Report as set out above;

• The Company’s ability to complete the contemplated Business Combination; and

• The ongoing relevance of the Company's investment objective in the current environment.

Based on the foregoing, the Directors have a reasonable expectation that the Company will be able to

continue in operation and meet its obligations as and when they fall due over the period to 11 April

2024.

Subsequent Events

Details of events that have occurred after the date of the Statement of Financial Position are provided

in Note 15 to the Financial Statements.

Dividend Policy

The Company will not pay dividends prior to the Business Combination.

Subject to compliance with the solvency test prescribed by the Companies Law, the Company may

declare and pay a dividend on its shares. The Warrant Holders will not be entitled to receive dividends.

Any agreements that the Company may enter into in connection with the financing of the Business

Combination may restrict or prohibit payment of dividends by the Company. To the extent that such

restrictions come to apply in the future, the Company will make the disclosures relating thereto in

accordance with applicable law. The Sponsor and the Directors have entered into the Insider Letter with

the Company, pursuant to which they have waived their rights to dividend distributions on Sponsor

Shares held by them. However, upon conversion of Sponsor Shares into Ordinary Shares, the Sponsor

and the Directors will be entitled to any dividend distributions with respect to such Ordinary Shares.

Payment of any dividend in cash will in principle be made in pound sterling. Any dividends that are paid

to Ordinary Shareholders through Euroclear Nederland will be automatically credited to the relevant

Ordinary Shareholders’ accounts without the need for the Ordinary Shareholders to present

documentation proving their ownership of the Ordinary Shares. Payment of dividends on the Ordinary

Shares not held through Euroclear Nederland will be made directly to the relevant Ordinary Shareholder

using the information contained in the Company’s shareholders’ register and records. Dividends become

payable with effect from the date established by the Board.

A claim for any declared dividend and other distributions lapses six years after the date on which those

dividends or distributions were released for payment. Any dividend or distribution that is not collected

within this period will be considered to have been forfeited to the Company.

Dividend

No dividends were declared or paid during the Period.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

DIRECTORS STRATEGIC REPORT (CONTINUED)

For the year ended 31 December 2022

Business Review

A review of the Company's business during the period and an indication of likely future developments

are contained in the Chairman's Statement.

Capital

Details of the Company's capital are provided in Note 9 to the Financial Statements. All shares carry

equal voting rights.

Founder Shares

As at the date of incorporation, the Company’s issued share capital amounted to €0.0002, divided into

two ordinary shares with a nominal value of €0.0001 each (the “Founder Shares”). The two Founder

Shares were redenominated into two ordinary shares of £0.0001 on 4 October 2021. The two Founder

Shares were also converted into Sponsor Shares on 4 October 2021.

Director Interests

As at the date of this Annual Report 2022, the interests in the share capital of the Company of the

Directors are:

Director

Position

Sponsor

% of Sponsor

Ordinary

% of

Ordinary

Edmund

Truell

Executive Director

309,375

9.00%

2,344

0.02%

Roger Le

Tissier

Independent

non-executive

Director

93,750

2.73%

10,625

0.08%

Wolf

Becke

Independent

non-executive

Director and Chair

28,438

0.83%

3,750

0.03%

Director

Position

Sponsor

Warrants

% of Sponsor

Warrants

Ordinary

Warrants

% of

Ordinary

Warrants

Edmund

Truell

Executive Director

812,969

33.21%

9,802

0.16%

Roger Le

Tissier

Independent

non-executive

Director

37,812

1.54%

5,770

0.09%

Wolf Becke

Independent

non-executive

Director and Chair

9,797

0.40%

1,999

0.03%

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

DIRECTORS STRATEGIC REPORT (CONTINUED)

For the year ended 31 December 2022

Treasury Shares and Warrants

As at 31 December 2022, there were 187,500 Ordinary Shares and 93,750 Ordinary Warrants are held in

treasury. The Ordinary Shares held in treasury shall not be voted at any general meeting of the Company,

no dividend may be declared or paid, and no other distribution of the Company’s assets may be made in

respect of such ordinary shares.

The Ordinary Warrants may not be converted. Once the Ordinary Warrants become exercisable (and

prior to their expiration), the Company has the ability to redeem the Outstanding Warrants in

accordance with the warrant terms and conditions set out in the prospectus of the Company.

Independent Auditor

BDO LLP were appointed as auditors during 2021. A resolution to confirm the appointment of the

auditors to the Company will be proposed at the Annual General Meeting of the Company. BDO LLP has

indicated their willingness to continue as auditors.

By order of the Board of Directors

Wolf Becke Roger Le Tissier

Director Director

28 April 2023 28 April 2023

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

DIRECTORS REMUNERATION REPORT

For the year ended 31 December 2022

The Board endeavours to ensure the Remuneration Policy reflects and supports the Company’s strategic

aims and objectives throughout the period under review. It has been agreed that, due to the small size

and structure of the Company, a separate Remuneration Committee would be inefficient; therefore, the

Board is responsible for discussions regarding remuneration. No external remuneration consultants

were appointed during the period under review.

Executive Director

The Executive Director has not received any remuneration for the period to 31 December 2022.

Non-Executive Directors

The Non-Executive Directors have not received any remuneration for the period to 31 December 2022.

The Directors will not receive remuneration for their service as Directors, other than the reimbursement

of expenses reasonably and properly incurred on behalf of the Company or in the furtherance of their

duties.

Options, Awards and Employee Share Option Schemes

The Company has not issued any options, warrants or convertible securities (other than the Warrants,

Sponsor Warrants and Sponsor Shares) to subscribe for Ordinary Shares, nor any other equity securities

convertible into Ordinary Shares. There is no employee share option scheme or share purchase scheme

in place.

As outlined in the Articles of Association, the directors may be paid all travelling, hotel and other

expenses properly incurred by them in connection with their attendance at meetings of directors or

committees of directors or general meetings or separate meetings of the holders of any class of shares

or of debentures of the Company or otherwise in connection with the discharge of their duties.

The directors may provide benefits, whether by the payment of gratuities or pensions or by insurance

or otherwise, for any director who has held but no longer holds any executive office or employment with

the Company or with anybody corporate which is or has been a subsidiary of the Company or a

predecessor in business of the Company or of any such subsidiary, and for any member of his family

(including a spouse and a former spouse) or any person who is or who was dependent on him, and may

(as well before as after he eases to hold such office or employment) contribute to any fund and pay

premiums for the purchase or provision of any such benefit.

None of the Directors have a service contract with the Company. Each of the Directors has entered into

a letter of appointment with the Company, subject to election at the first Annual General Meeting, or as

determined in line with the Company’s Articles, and re-election at subsequent Annual General Meetings

in accordance with the Company’s Articles and all due regulations and provisions. The Directors do not

have any interests in contractual arrangements with the Company or its investment during the period

under review, or subsequently. Each appointment can be terminated in accordance with the Company’s

Articles. No notice period is stated in the Articles and is terminable at will of both parties.

The Company’s Articles indemnify each Director, alternate Director, Secretary of the Company and their

respective heirs and executors, out of assets and profits of the Company from and against all actions,

expenses and liabilities which they or their respective heirs or executors may incur by reason of any

contract entered into or any act in or about the execution of their respective offices or trusts. In so far

as the law allows and provided that such indemnity is not available in circumstances of fraud, wilful

misconduct or negligence.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

CORPORATE GOVERNANCE REPORT

For the year ended 31 December 2022

As an unregulated Guernsey incorporated company, the Company is not required to comply with the

GFSC Finance Sector Code of Corporate Governance.

Nevertheless, the Directors place great importance on ensuring that high standards of corporate

governance are maintained and, notwithstanding there being no statutory corporate governance code

applicable to the Company, the Company has implemented a corporate governance framework

consisting of (i) a Board of which consists of two directors who are independent within the meaning of

best practice provision 2.1.8 of the Dutch Corporate Governance Code (the “DCGC”), (ii) an Audit

Committee and (iii) corporate governance policies, including a Code of Ethics, Insider Trading Policy and

Corporate Governance Guidelines, each of which can be viewed on the Company’s website

(www.disruptivecapitalac.com).

Prior to completing the Business Combination, the Company has not and will not be involved in any

activities other than preparation for the Offering and the Business Combination. The Company has

therefore tailored its corporate governance framework and will likely further tailor its governance

framework after the Business Combination.

Dutch Corporate Governance Code

The Company voluntarily will apply certain principles from the DCGC. The DCGC contains both principles

and best practice provisions for Boards of Directors, shareholders and general meetings, auditors,

disclosure, compliance and enforcement standards.

The DCGC provides the following best practice recommendations in relation to conflicts of interests

which the Company intends to abide by:

• a director should report any potential conflict of interest in a transaction that is of material

significance to the company and/or to such director to the other directors without delay,

providing all relevant information in relation to the conflict;

• the board of directors should then decide, absent the director concerned, whether there is a

material conflict of interest;

• transactions in which there is a conflict of interest with a director should be agreed on arms’

length terms; and

• a decision to enter into such a transaction in which there is a conflict of interest with a director

that is of material significance to the company and/or to such director shall require the approval

of the board of directors, and such transactions should be disclosed in the Company’s annual

board report and to the next general meeting of shareholders.

A copy of the DCGC can be found on https://www.mccg.nl

Board Responsibilities

The Board ensures that the Company’s contracts of engagement with third parties including, but not

limited to, the Administrator and other service providers are operating satisfactorily to ensure the safe

and accurate management and administration of the Company’s affairs and business and that they are

competitive and reasonable.

Pursuant to the Articles the Directors are granted broad authority to manage the Company’s business

and may exercise all powers in such respect. The executive director manages the Company’s day-to-day

business and operations and implements its strategy. The non-executive directors focus on policy and

supervising the performance of the duties of all Directors and the general state of affairs of the Company.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

CORPORATE GOVERNANCE REPORT (CONTINUED)

For the year ended 31 December 2022

The Company held an annual general meeting on 12 October 2022. It is required to hold the next annual

general meeting within 15 months. Any meetings other than annual general meetings are general

meetings. The Directors may appoint any person to be a director, either to fill a vacancy or as an

additional director so long as such appointment does not cause the number of directors to exceed the

maximum number of directors set by the Company. The Directors may take actions by unanimous

written resolution or by a majority vote at a Board meeting.

Division of Responsibilities

Pursuant to the Articles the Directors are granted broad authority to manage the Company’s business

and may exercise all powers in such respect. The executive director manages the Company’s day-to-day

business and operations and implements its strategy. The non-executive directors focus on policy and

supervising the performance of the duties of all Directors and the general state of affairs of the Company.

Each Director has a statutory duty to act in the corporate interest of the Company and its business.

The Chairman

Appointed to the position of Chairman of the Board on 15 July 2021, Wolf Becke is responsible for leading

the Board in all areas, including determination of strategy, organising the Board’s business and ensuring

the effectiveness of the Board and individual Directors. He also endeavours to produce an open culture

of debate within the Board.

Role of the non-executive Directors

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

of the Board. Each Director is charged with all tasks and duties of the Board that are not delegated to

one or more other specific directors by virtue of Guernsey law, the Articles or any arrangement catered

for therein (e.g., the internal rules of the Board), if applicable. In performing their duties, the Directors

shall be guided by the interests of the Company and of the business connected with it.

Through the Audit Committee, they can ascertain the integrity of financial information and confirm that

all financial controls and risk management systems are robust. In addition, a non-executive Director may

provide a written statement outlining any concerns to the Chairman upon resignation.

Board Composition

The Corporate Governance Guidelines advise that the Board should be comprised of two directors who

are independent within the meaning of best practice provision 2.1.8 of the DCGC. The Board consists of

one Executive Director, two Independent Non-Executive Directors and one Non-Executive Director.

The Board believes that its balance of skills, experience and knowledge, provides for a sound base from

which the interest of investors will be served to a high standard.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

CORPORATE GOVERNANCE REPORT (CONTINUED)

For the year ended 31 December 2022

Board Committees

The Board has established an Audit Committee composed of the two Independent Non-Executive

Directors of the Board. The Chairman of the Board is included as a Committee member to enable a full

understanding of the issues facing the Company but is not appointed as its Chair. The Committee, its

membership and its terms of reference are kept under regular review by the Board.

The Audit Committee will meet at least twice a year and is responsible for ensuring that the financial

performance of the Company is properly reported on and monitored, including reviews of the annual

and interim accounts, results announcements, internal control systems and procedures and accounting

policies.

Board Meeting Attendance

The Board met 9 times during the year, which was for the purpose of 7 Board meetings and 2 Committee

meetings. Individual attendance at the meetings is set out below.

Director

Board

Committee

Roger Le Tissier

Edmund Truell

Wolfe Becke

Dimitri Goulandris

Total Meetings for Period

Appointment Process

There is currently no Nominations Committee for the Company as it is deemed that the size, composition

and structure of the Company would mean the process would be inefficient and counterproductive.

Chairman’s Commitment

Prior to the Chairman’s appointment, discussions were undertaken to ensure the Chairman was

sufficiently aware of the time needed for his role and agreed to upon signature of his appointment letter.

Other significant commitments of the Chairman were disclosed prior to appointment to the Board, and

any changes declared as and when they arise.

Non-executive Directors’ Commitments

The terms and conditions of appointment for non-executive Directors are outlined in their letters of

appointment and are available for inspection by any person at the Company’s registered office during

normal business hours and at the AGM for fifteen minutes prior to and during the meeting. As with the

Chairman, significant appointments are declared prior to appointment, any changes reported as and

when appropriate.

Development

The Board considers that the Company’s Directors should develop their skills and knowledge through

participation at relevant courses. The Chairman is responsible for reviewing and discussing the training

and development of each Director according to identified needs. Upon appointment, all Directors

participate in discussions with the Chairman and other Directors to understand the responsibilities of

the Directors, in addition to the Company’s business and procedures.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

CORPORATE GOVERNANCE REPORT (CONTINUED)

For the year ended 31 December 2022

Information provided to the Board

Reports and papers, containing relevant, concise and clear information, are provided to the Board in a

timely manner to enable review and consideration prior to both scheduled and ad-hoc specific meetings.

This ensures that Directors can contribute to, and validating, the development of Company strategy and

management. When required, the Board has sought further clarification of matters with the relevant

service providers, both in terms of further reports and via in-depth discussions, in order to make well

informed decisions for the Company.

Company Secretary

Under the direction of the Chairman, the Company Secretary facilitates the flow of information between

the Board and other service providers. Full access to the advice and services of the Company Secretary

is available to the Board and the Chairman.

Board and Director Evaluation

The Board intended to undertake an evaluation of its performance and that of the Audit Committee in

2022. The evaluation was deferred until 2023. Additionally, an evaluation focusing on individual

commitment, performance and contribution of each Director will be conducted in 2023. The Chairman

will meet with each Director to fully understand their views of the Company’s strengths and to identify

potential weaknesses. If appropriate, new members would be proposed to resolve the perceived issues,

or a resignation sought. Due to the size and structure of the Board the evaluation of the Chairman of the

Board and Audit Committee is dealt with within the Board and Audit evaluations.

Given the Company’s size and the structure of the Board, no external facilitator or independent third

party will be used in the performance evaluation.

New Directors would receive an induction. All Directors receive other relevant training as necessary.

Accountability

The Directors’ Responsibility Statement confirms that the Financial Statements, prepared in accordance

with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial

position and profit or loss of the Company as a whole, whilst the Chairman’s Statement includes a fair

view of the development and performance of the business and the position of the Company.

Financial and Business Information

An explanation of the Directors’ roles and responsibilities in preparing the Annual Report and Accounts

for the period ending 31 December 2022 is provided in the statement of Directors’ Responsibilities.

Further information enabling shareholders to assess the Company’s performance, business model and

strategy can be sourced in the Chairman’s Statement and the Directors’ Strategic Report.

Going Concern

The Financial Statements have been prepared on the going concern basis. The Directors are of the

opinion that the Company has adequate resources to continue its operational activities for the

foreseeable future as further explained in note 3.2 to the Financial Statements. The Board is therefore

of the opinion that the going concern basis should be adopted in the preparation of the Financial

Statements.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

CORPORATE GOVERNANCE REPORT (CONTINUED)

For the year ended 31 December 2022

Risk Management, Risk Control and Control Statement

The Board is required to annually review the effectiveness of the Company’s key internal controls such

as financial, operational and compliance controls and risk management. The first review of controls and

risk management will occur during 2023.

The controls are designed to ensure that the risk of failure to achieve business objectives is managed

rather than eliminated, and are intended to provide reasonable, rather than absolute, assurance against

material misstatement or loss.

Through regular meetings and meetings of the Audit Committee, the Board will seek to maintain full and

effective control over all strategic, financial, regulatory and operational issues. The Board maintains an

organisational and committee structure with clearly defined lines of responsibility and delegation of

authorities.

The Audit Committee is responsible:

• to review the Company's internal financial controls (including the systems to identify, manage

and monitor financial risks);

• to review reports received from the Company's management on the effectiveness of the internal

control and risk management systems established and the conclusions of any testing carried out

by the internal or external auditor;

• to review and approve statements to be included in the annual report concerning the

assessment or principal and emerging risks and internal controls and risk management; and

• to consider the level of assurance the Audit Committee receives on risk management and

internal control systems, including internal financial controls, and whether this is enough to help

the Board in satisfying itself that they are operating effectively.

Due to the size and nature of the Company, the Company does not have an internal audit function. In

terms of Compliance and Fraud related controls, the Audit Committee undertakes the following

functions:

• to review the adequacy and security of the Company's arrangements for its employees,

contractors and external parties to raise concerns, in confidence, about possible wrongdoing in

financial reporting or other matters. The Audit Committee shall ensure that these arrangements

allow proportionate and independent investigation of such matters and appropriate follow up

action;

• to review the Company's procedures and systems and controls for:

o detecting fraud;

o preventing bribery;

o identifying money laundering; and

o ensuring compliance with relevant legal and regulatory requirements.

• to review reports (i) on compliance with anti-bribery procedures, (ii) from the money laundering

reporting officer and (iii) from the Compliance Officer.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

CORPORATE GOVERNANCE REPORT (CONTINUED)

For the year ended 31 December 2022

Risk Management, Risk Control and Control Statement (continued)

In accordance with best practice 1.4.3 of the DCGC the Board is of the opinion that, to the best of its

knowledge:

• the report provides sufficient insights into any deficiencies in the effectiveness of the internal

risk and control systems; no deficiencies in the effectiveness of the internal risk and control

systems have been identified;

• the internal risk management and control systems of the Company provide reasonable

assurance that the financial reporting as included in the Financial Statements do not contain any

material inaccuracies;

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

meet its liabilities as set out in the Prospectus, therefore, it is appropriate to adopt the going

concern basis in preparing the financial reporting.

The Company has delegated the provision of certain services to external service providers whose work

is overseen by the Board. Each year a short questionnaire will be circulated to all external service

providers requesting thorough details in regards to controls, personnel and information technology,

amongst others. This is in order to provide additional detail when reviewing the performance pursuant

to their terms of engagement. This has been deferred to 2023.

In summary, the Board considers that the Company’s existing internal controls, coupled with the analysis

of risks inherent in the business models of the Company and its subsidiaries, continue to provide

appropriate tools for the Company to monitor, evaluate and mitigate its risks.

Audit Committee Responsibilities

The Audit Committee is intended to assist the Board in discharging its responsibilities for the integrity of

the Company’s Financial Statements, as well as aid the assessment of the Company’s internal control

effectiveness and objectivity of external auditors. Further information on the Committee’s

responsibilities is given in the Report of the Audit Committee.

The Board has reviewed the need for an internal audit function and has decided that the systems and

procedures employed by the Administrator, including their own internal controls and procedures,

provide sufficient assurance that a sound system of risk management and internal control, which

safeguards shareholders’ investment and the Company’s assets, is maintained. An internal audit function

specific to the Company is therefore considered unnecessary.

Relations with Shareholders

The Directors place importance on communications with Company Shareholders. The Company plans

to meet with shareholders periodically to discuss events and activities of the Company. The Company’s

ﬁnancial statements, when published, will be widely distributed to the parties who have an interest in

the Company’s performance and will be available on the Company’s website. The Directors will make

themselves available for discussions with shareholders as and when required.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

CORPORATE GOVERNANCE REPORT (CONTINUED)

For the year ended 31 December 2022

Alternative Investment Fund Management Directive (“AIFMD”)

The AIFMD, which was introduced as from 22 July 2014, aims to harmonise the regulation of Alternative

Investment Fund Managers (“AIFMs”) and imposes obligations on managers who manage or distribute

Alternative Investment Funds (“AIFs”) in the EU or who market shares in such funds to EU investors.

The Company believes that it does not qualify as an investment undertaking known as “AIF” under the

European Alternative Investment Fund Managers Directive (2011/61/EU). This is because until Business

Combination, the Company will not invest the proceeds of the Offering, and after Business Combination,

it will be a holding company of business operations.

Foreign Account Tax Compliance Act (“FATCA”) and The OECD Common Reporting Standards (“CRS”)

FATCA became effective on 1 January 2013 and has been implemented internationally. The legislation is

aimed at determining the ownership of US assets in foreign accounts and improving US Tax compliance

with respect to those assets.

More than 90 jurisdictions, including 33 member countries of the Organisation for Economic Co-

operation and Development ("OECD") and the G20 members, have committed to implement the CRS

Building on the model created by FATCA, the CRS creates a global standard for the annual automatic

exchange of financial account information between the relevant tax authorities.

The governments of the United States and Guernsey have entered into an intergovernmental agreement

related to implementing FATCA which is implemented through Guernsey’s domestic legislation, in

accordance with the regulations and guidance (such guidance is subject to change). FATCA imposes

certain information reporting requirements on a foreign financial institution or other non-US entity and,

in certain cases, US federal withholding tax on certain US source payments and gross proceeds from a

sale of assets generating US source payments. The Company is likely to be considered an Active Non-

Financial Foreign Entity.

Guernsey has also implemented the CRS regime. Under the CRS and legislation enacted in Guernsey to

implement the CRS, certain disclosure requirements are imposed in respect of certain investors who are

or are entities that are controlled by one or more natural persons who are, residents of any of the

jurisdictions that have also adopted the CRS, unless a relevant exemption applies. Where applicable,

information to be disclosed will include certain information about investors, their ultimate beneficial

owners and/or controllers, and their investment in and returns from the Company. The Board in

conjunction with the Company's service providers and advisers have ensured the Company's compliance

with FATCA and CRS’s requirements to the extent relevant to the Company.

By order of the Board

Wolf Becke

Chairman

Date: 28 April 2023

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

REPORT OF THE AUDIT COMMITTEE

For the year ended 31 December 2022

The Board has appointed from among its Non-Executive Directors an Audit Committee. The Audit

Committee consists of Dimitri Goulandris and Wolf Becke. The Board has considered the composition of

the Committee and is satisfied that there are sufficient recent relevant skills and experience. The Board

is also satisfied that the Committee as a whole has competence relevant to the sector in which the

Company operates.

Meetings shall normally be held at such times as the Audit Committee deems appropriate, and in any

event shall be held not less than twice a year at appropriate intervals in the Company's financial

reporting and audit cycle and as otherwise required. Outside of the formal meeting programme, the

Chair, and to the extent necessary other Audit Committee members, will maintain a dialogue with key

individuals involved in the Company's governance, including the chair of the Board, the chief executive

officer, the chief financial officer and the external audit lead partner.

The Audit Committee shall have oversight in relation to the following matters for the Company and,

unless otherwise required or restricted by law or regulation, shall carry out the duties below for the

Company, as appropriate.

Role and Responsibilities

The primary role and responsibilities of the Audit Committee are outlined in the Committee’s Terms of

Reference, available at the registered office, including:

• to review and approve statements to be included in the annual report concerning the going

concern statement and the viability statement and to review the contents of the annual report

and accounts and advise the Board whether, taken as a whole, it is fair, balanced and

understandable and provides the information necessary for shareholders to assess the

Company's position and performance, business model and strategy;

• to review the Company's internal financial controls (including the systems to identify, manage

and monitor financial risks);

• to consider annually whether there is a need for an internal audit function

• to assess annually, and report to the Board on, the qualification, independence, objectivity,

expertise and resources of the external auditor and the outcome and effectiveness of the audit

process considering relevant law, regulation, professional requirements and the group's

relationship with the external auditor;

• to monitor the level of fees paid by the Company to the external auditor compared to the overall

fee income of the firm, approve the choice of, and ensure the rotation of the lead audit partner

and audit review partner as required by law and regulation;

• making recommendations to the Board in relation to the appointment, re-appointment and

removal of the external auditors which in turn can be placed to the shareholders for their

approval at the Annual General Meeting;

• development and implementation of the Company’s policy on the provision of non-audit

services by the external auditors, as appropriate;

• review, assess and approve any related party transaction involving the Company;

• at least once a year, to review its own performance constitution and terms of reference to

ensure it is operating effectively and recommend any changes it considers necessary to the

Board for approval.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

REPORT OF THE AUDIT COMMITTEE (CONTINUED)

For the year ended 31 December 2022

Financial Reporting

The Audit Committee shall:

• monitor the integrity of the financial statements of the Company, including its annual and half-

yearly reports, preliminary announcements and any other formal statements relating to financial

performance and to review, and report to the Board on, the significant financial reporting issues

and judgments which they contain, having regard to matters communicated by the auditor and

to review and challenge where necessary:

• significant accounting policies and any changes to them;

• the methods used to account for significant or unusual transactions where the accounting

treatment is open to different approaches;

• whether the Company has adopted appropriate accounting policies and where necessary, has

made appropriate estimates and judgements, considering the views of the external auditor on

the financial statements;

• the clarity and completeness of disclosures in the Company's financial statements and whether

such disclosures are properly set in context; and

• all material information presented with financial statements, including the strategic report and

orporate governance statements relating to the audit and to risk management.

• report its views to the Board if it is not satisfied with any aspect of the proposed financial

reporting by the Company;

• review any other announcement or statement which contains financial information, and which

requires approval by the Board, prior to such announcement or statement being circulated to

the Board, where to do so is practicable and consistent with any reporting obligation under any

law or regulation; and

• the Chair, or as a minimum, another member of the Audit Committee, shall attend the Board

meeting at which the accounts are approved.

Annual General Meeting

The Chair of the Audit Committee shall be available at the AGM to answer questions on the Audit

Committee's activities and its responsibilities. In addition, the Chair of the Audit Committee should seek

engagement with shareholders on significant matters related to the Audit Committee’s area of

responsibility.

Internal Audit

The Audit Committee is accountable to consider annually whether there is a need for an internal audit

function, considering whether there are any trends or current factors relevant to the Company's

activities, markets or other aspects of its external environment that have increased, or are expected to

increase, the risks faced by the Company.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

REPORT OF THE AUDIT COMMITTEE (CONTINUED)

For the year ended 31 December 2022

External Auditor

The Company’s auditors, BDO LLP, have been appointed as auditor of the Company. The Committee

would review the auditor’s performance on a regular basis with a detailed formal review conducted on

an annual basis to ensure the Company receives an optimal service. The re-appointment of the

Company’s auditor will be subject to annual shareholder approval at the AGM.

BDO LLP will regularly update the Committee on the rotation of audit partners, staff, level of fees in

proportion to overall fee income of the Company, details of any relationships between the auditor, the

Company and any target company, and provides overall confirmation from the auditors of their

independence and objectivity.

Conclusions in respect of the Financial Statements

The production and the audit of the Company’s Annual Report and Financial Statements is a

comprehensive process requiring input from several different contributors. In order to reach a

conclusion on whether the Company’s Financial Statements are fair, balanced and understandable, the

Board has requested that the Committee advise on whether it considers that the Annual Report and

Financial Statements fulfils these requirements. In outlining their advice, the Committee has considered

the following:

• the comprehensive documentation that is in place outlining the controls in place to produce

the Annual Report, including the verification processes in place to confirm the factual content;

• the detailed reviews undertaken at various stages of the production process by the

Administrator and the Committee that are intended to ensure consistency and overall balance;

and

• the controls enforced by the Administrator and other third-party service providers to ensure

complete and accurate financial records and security of the Company’s assets.

Report of the Audit Committee

As a result of the work performed during the period, the Audit Committee has concluded it has acted in

accordance with its terms of reference and ensured the independence and objectivity of the external

auditor. The Annual Report for the period ended 31 December 2022, taken as a whole, is fair, balanced

and understandable and provides the information necessary for shareholders to assess the Company’s

performance, business model and strategy, and has reported on these findings to the Board.

Wolf Becke

Audit Committee Chairman

Date: 28 April 2023

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

For the year ended 31 December 2022

The Directors are responsible for preparing the Company’s Annual Report and financial statements. The

Directors are responsible for preparing the Annual Report in accordance with applicable law and

regulations. The Directors are required by law to prepare the Annual Report for each financial year. The

Directors have prepared the Annual Report in accordance with International Financial Reporting

Standards (“IFRS”) which comprise standards and interpretations approved by the International

Accounting Standards Board (“IASB”) and International Financial Reporting Interpretations Committee

(“IFRIC”), the relevant provisions of the Dutch Civil Code and The Companies (Guernsey) Law, 2008. The

Directors must not approve the Financial Statements unless they are satisfied that they give a true and

fair view of the state of affairs of the Company and of the financial performance and cash flows of the

Company for that period. In preparing these Financial Statements, the Directors are required to:

• select suitable accounting policies and apply them consistently;

• make judgements that are reasonable and prudent;

• state whether applicable IFRS which comprise standards and interpretations approved by the

International Accounting Standards Board (“IASB”) and International Financial Reporting

Interpretations Committee (“IFRIC”), the relevant provisions of the Dutch Civil Code and The

Companies (Guernsey) Law, 2008 have been followed, subject to any material departures

disclosed; and

• prepare the Annual Report on a going concern basis, unless it is inappropriate to presume that

the Company will continue in business.

The Directors confirm that they have complied with the above requirements in preparing the Financial

Statements. The Directors are responsible for keeping adequate accounting records that are sufficient

to show and explain the transactions and disclose with reasonable accuracy at any time the financial

position of the Company and enable them to ensure that the financial statements comply with the

Companies (Guernsey) Law, 2008. They are also responsible for safeguarding the assets of the Company

and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial

information included on the Company’s website. Legislation in Guernsey governing the preparation and

dissemination of financial statements may differ from legislation in other jurisdictions.

Responsibility Statement

We confirm that to the best of our knowledge:

• the financial statements, prepared in accordance with IFRS, give a true and fair view of the

assets, liabilities, financial position and profit or loss of the Company and the undertakings

included in the consolidation taken as a whole;

• the Chairman’s Statement, Directors’ Strategic Report and Corporate Governance Statement

include a fair review of the development and performance of the business and the position of

the Company, and the undertakings included in the consolidation taken as a whole, together

with a description of the principal risks and uncertainties that they face; and

• the annual report and financial statements, taken as a whole, are fair, balanced and

understandable and provide the information necessary for shareholders to assess the

Company’s performance, business model and strategy.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

STATEMENT OF DIRECTORS’ RESPONSIBILITIES (CONTINUED)

For the year ended 31 December 2022

Responsibility Statement (continued)

In accordance with section 249 of the Companies (Guernsey) Law, 2008, each of the Directors confirms

that, to the best of their knowledge:

• there is no relevant audit information of which the Company’s auditors are unaware;

• all Directors have taken the necessary steps that they ought to have taken to make themselves

aware of any relevant audit information and to establish that the auditors are aware of said

information.

For Disruptive Capital Acquisition Company Limited

Wolf Becke

Chairman

Date: 28 April 2023

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

INDEPENDENT AUDITOR’S REPORT (CONTINUED)

For the year ended 31 December 2022

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF DISRUPTIVE CAPITAL ACQUISITION

COMPANY LIMITED

Opinion on the financial statements

In our opinion, the financial statements:

• give a true and fair view of the state of the Company’s affairs as at 31 December 2022 and of its loss

for the period then ended;

• have been properly prepared in accordance with International Financial Reporting Standards

("IFRS"); and

• have been properly prepared in accordance with the requirements of the Companies (Guernsey)

Law, 2008.

We have audited the financial statements of Disruptive Capital Acquisition Company Limited (“the

Company”) for the period ended 31 December 2022 which comprise the statement of financial position,

the statement of comprehensive income, the statement of cashflows, the statement of changes in

equity, and notes to the financial statements, including a summary of significant accounting policies.

The financial reporting framework that has been applied in their preparation is applicable law and in

accordance with International Financial Reporting Standards ("IFRS") which comprise standards and

interpretations approved by the International Accounting Standards Board ("IASB").

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and

applicable law. Our responsibilities under those standards are further described in the Auditor’s

responsibilities for the audit of the financial statements section of our report. We believe that the audit

evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We were appointed by the Board of Directors in May 2021 to audit the financial statements for the

period ended 31 December 2021 and subsequent financial periods. The period of total uninterrupted

engagement including retenders and reappointments is 2 years, covering the years ended 31 December

2021 and 31 December 2022.We remain independent of the company in accordance with the ethical

requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s

Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in

accordance with these requirements. The non-audit services prohibited by that standard were not

provided to the company.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

INDEPENDENT AUDITOR’S REPORT (CONTINUED)

For the year ended 31 December 2022

Material uncertainty related to going concern

We draw attention to note 3.2.1 Going concern of the financial statements which indicates that if the

Company does not complete a business combination prior to the Business Combination Deadline, which

is April 2024, the company must be dissolved and liquidated.

As stated in note 3.2.1, 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.

Because of the significance of this matter we consider going concern to be a key audit matter. In auditing

the financial statements, we have concluded that the Directors’ use of the going concern basis of

accounting in the preparation of the financial statements is appropriate.

Our evaluation of the Directors’ assessment of the company’s ability to continue to adopt the going

concern basis of accounting and our response to the key audit matter included:

• We reviewed the entity’s cash flows to assess the ability to finance operational expenses up-to April

2024 as they aim for a business combination.

• We held discussions with management to understand active discussions that are ongoing and

reviewed the public announcements regarding potential business combinations.

• We reviewed the disclosures made in the financial statements regarding going concern against the

requirements of the accounting standards, and have critically appraised in the context of the

business and through comparison with the disclosures made at similar companies.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described

in the relevant sections of this report.

Overview

Key audit matters (“KAM”)

2022

2021

Going Concern

Materiality

Company financial statements as a whole

£1,293k (2021: £1,294k) based on 1% (2021: 1%) of Total

assets.

An overview of the scope of our audit

Our audit was scoped by obtaining an understanding of the Company and its environment, including the

Company’s system of internal control, and assessing the risks of material misstatement in the financial

statements. We also addressed the risk of management override of internal controls, including assessing

whether there was evidence of bias by the Directors that may have represented a risk of material

misstatement.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

INDEPENDENT AUDITOR’S REPORT (CONTINUED)

For the year ended 31 December 2022

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in

our audit of the financial statements of the current period and include the most significant assessed risks

of material misstatement (whether or not due to fraud) that we identified, including those which had

the greatest effect on: the overall audit strategy, the allocation of resources in the audit, and directing

the efforts of the engagement team. As described in the material uncertainty relating to going concern

section above, we considered going concern to be a key audit matter. There were no other key audit

matters. This matter was addressed in the context of our audit of the financial statements as a whole,

and in forming our opinion thereon, and we do not provide a separate opinion on this matter.

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the

effect of misstatements. We consider materiality to be the magnitude by which misstatements,

including omissions, could influence the economic decisions of reasonable users that are taken on the

basis of the financial statements.

In order to reduce to an appropriately low level the probability that any misstatements exceed

materiality, we use a lower materiality level, performance materiality, to determine the extent of testing

needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial

as we also take account of the nature of identified misstatements, and the particular circumstances of

their occurrence, when evaluating their effect on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole

and performance materiality as follows:

2022

£ 000’s

2021

£ 000’s

Materiality

1,293

1,294

Basis for determining materiality

1% of Total assets

Rationale for the benchmark

applied

Total assets, is a key measure of the performance of the

company by stakeholders and is used to assess the overall

financial strength of the company and demonstrates the

ability of the entity to fulfil its obligations as they fall due.

Performance materiality

970

Basis for determining

performance materiality

75% of Materiality

Our performance materiality was based on our risk

assessment and our expectation of misstatements in the

current year.

Specific Materiality

We also determined that for items in the Income Statement, a misstatement of less than materiality for

the financial statements as a whole, specific materiality, could influence the economic decisions of users.

As a result, we determined materiality for these items to be £93,540 (2021: £275) based on 3% of loss

(2021: 3% of loss) before tax. We further applied a performance materiality of 75% of specific materiality

to ensure that the risk of errors exceeding specific materiality was appropriately mitigated.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

INDEPENDENT AUDITOR’S REPORT (CONTINUED)

For the year ended 31 December 2022

Reporting threshold

We agreed with the directors of the company that we would report to them all individual audit

differences in excess of £26k (2021: 26k). We also agreed to report differences below this threshold that

in our view warranted reporting on qualitative grounds.

Other information

The directors are responsible for the other information. The other information comprises the

information included in the annual report and financial statements, other than the financial statements

and our auditor’s report thereon. Our opinion on the financial statements does not cover the other

information and, except to the extent otherwise explicitly stated in our report, we do not express any

form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other

information is materially inconsistent with the financial statements, or our knowledge obtained in the

course of the audit, or otherwise appears to be materially misstated. If we identify such material

inconsistencies or apparent material misstatements, we are required to determine whether this gives

rise to a material misstatement in the financial statements themselves. If, based on the work we have

performed, we conclude that there is a material misstatement of this other information, we are required

to report that fact.

We have nothing to report in this regard.

Other Companies (Guernsey) Law, 2008 reporting

We have nothing to report in respect of the following matters where the Companies (Guernsey) Law,

2008 requires us to report to you if, in our opinion:

• proper accounting records have not been kept by the Company; or

• the financial statements are not in agreement with the accounting records; or

• we have failed to obtain all the information and explanations which, to the best of our knowledge

and belief, are necessary for the purposes of our audit.

Responsibilities of Directors

As explained more fully in the Statement of Directors’ responsibilities, the Directors are responsible for

the preparation of the financial statements and for being satisfied that they give a true and fair view,

and for such internal control as the Directors determine is necessary to enable the preparation of

financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Company’s ability

to continue as a going concern, disclosing, as applicable, matters related to going concern and using the

going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease

operations, or have no realistic alternative but to do so.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

INDEPENDENT AUDITOR’S REPORT (CONTINUED)

For the year ended 31 December 2022

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole

are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that

includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an

audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the

aggregate, they could reasonably be expected to influence the economic decisions of users taken on the

basis of these financial statements.

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design

procedures in line with our responsibilities, outlined above, to detect material misstatements in respect

of irregularities, including fraud. The extent to which our procedures are capable of detecting

irregularities, including fraud is detailed below:

We identified areas of laws and regulations that could reasonably be expected to have a material effect

on the financial statements from our general commercial and sector experience, and through discussion

with the Directors and other management, including the policies and procedures regarding compliance

with laws and regulations. We communicated identified laws and regulations throughout our team and

remained alert to any indications of non-compliance throughout the audit.

Legal and regulatory frameworks determined most significant are:

• Dutch Corporate Governance Code.

• International Financial Reporting Standards ("IFRS")

• Companies (Guernsey) Law, 2008

Non-compliance could have a material effect on amounts or disclosures in the financial statements, for

instance through the imposition of fines or litigation. We performed procedures including:

• obtaining an understanding of the legal and regulatory framework applicable to the company’s

operations;

• obtaining an understanding of the control environment in monitoring compliance with laws

and regulations; and

• enquiring of the Directors and other management of known or suspected instances of non-

compliance.

To identify risks of material misstatements due to fraud, we assessed events or conditions that could

indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk

assessment procedures included:

• Enquiring of Directors and management as to whether they have knowledge of any actual,

suspected or alleged fraud;

• Reading Board minutes for any discussions around fraud;

• Using analytical procedures to identify an unusual or unexpected relationships;

• Considering where the financial statements could be misstated due to irregularity, including

fraud. We identified management override of controls as a fraud risk and our audit response in

addressing this risk included identifying unusual journal entries and testing these by

understanding the rationale for the journal entry and corroborating to supporting

documentation;

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

INDEPENDENT AUDITOR’S REPORT (CONTINUED)

For the year ended 31 December 2022

• We reviewed the escrow agreement to ensure the funds in the escrow account are only

withdrawn for the intended purposes of a business combination and under agreed contractual

conditions.

The engagement team was deemed to collectively have the appropriate competence and capabilities to

identify or recognise non-compliance with laws and regulations. We communicated identified fraud risks

throughout the audit team and remained alert to any indications for fraud throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial

statements, recognising that the risk of not detecting a material misstatement due to fraud is higher

than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by,

for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit

procedures performed and the further removed non-compliance with laws and regulations is from the

events and transactions reflected in the financial statements, the less likely we are to become aware of

it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at:

https://www.frc.org.uk/auditorsresponsibilities

This description forms part of our auditor’s report.

Use of our report

This report is made solely to the Company’s members, as a body, in accordance with Section 262 of the

Companies (Guernsey) Law, 2008. Our audit work has been undertaken so that we might state to the

Company’s members those matters we are required to state to them in an auditor’s report and for no

other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to

anyone other than the Company and the Company’s members as a body, for our audit work, for this

report, or for the opinions we have formed.

Thomas Reed

For and on behalf of BDO LLP

London, UK

BDO LLP is a limited liability partnership registered in England and Wales (with the registered number

OC305127)

28 April 2023

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

STATEMENT OF FINANCIAL POSITION

For the year ended 31 December 2022

The financial statements on pages 33 to 55 were approved by the board of Directors and authorised

for issue on April 2023. They were signed on the Company’s behalf by:

Wolf Becke Roger Le Tissier

Director Director

Date: 28 April 2023 Date: 28 April 2023

The notes on pages 37 to 55 form an integral part of these financial statements.

31 Dec 2022

31 Dec 2021

GBP

Assets

Notes

Current assets

Cash and cash equivalents

771

1,249,643

Restricted cash

129,312,403

128,128,578

Accounts receivable

12,813

Total current assets

129,325,987

129,391,034

Total assets

129,325,987

129,391,034

Liabilities

Current liabilities

Accounts payable and accrued expenses

998,109

376,891

Redeemable ordinary shares

129,406,250

Total current liabilities

130,404,359

376,891

Non-current liabilities

Warrants

Redeemable ordinary shares

4,590,626

6,960,938

124,601,563

Total non-current liabilities

4,590,626

131,562,501

Total net liabilities

(5,668,998)

(2,548,358)

Equity

Issued share capital

(2,541,846)

(2,539,205)

Retained earnings

(3,127,152)

(9,153)

Total equity

(5,668,998)

(2,548,358)

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

STATEMENT OF COMPREHENSIVE INCOME

For the period from 1 January 2022 to 31 December 2022

1 Jan 2022

to 31 Dec

2022

29 April

2021 to 31

Dec 2021

Notes

GBP

Income

Bank interest earned

1,183,829

3,578

Unrealised gain on revaluation of warrants

2,370,313

Realised gain on foreign exchange

908

3,554,142

4,486

Expenses

Operating expenses

1,867,452

13,639

Interest expense on financial liabilities measured at

amortised cost

4,804,687

6,672,140

13,639

Net (loss) before taxation

(3,117,998)

(9,153)

Income taxes

Total comprehensive (loss) for the year / period

(3,117,998)

(9,153)

Basic and diluted (loss) per share

(1.00)

(0.0029)

The above results are in respect of continuing operations of the Company.

The notes on pages 37 to 55 form an integral part of these financial statements.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

STATEMENT OF CASHFLOWS

For the period from 1 January 2022 to 31 December 2022

Notes

1 Jan 2022 to 31

Dec 2022

GBP

29 April 2021

to 31 Dec

2021

GBP

Operating activities

Net (loss) for the year / period

(3,117,998)

(9,153)

Items not affecting cash:

Increase in accounts receivable

(12,813)

Increase in accounts payable

621,220

Interest expense on financial liabilities measured

at amortised cost

4,804,687

Unrealised gain on revaluation of warrants

(2,370,313)

Bank interest earned

(1,183,829)

Net cash flows used in operating activities

(1,246,234)

(21,966)

Investing activities

Restricted cash

1,183,829

(128,128,578)

Reclassification of restricted cash to cash and

cash equiv.

128,128,578

Net cash flows used in investing activities

129,312,407

(128,128,578)

Financing activities

Proceeds from issue of ordinary shares

124,601,563

Proceeds from issue of sponsor shares

313

Share issue costs paid

(2,643)

(2,162,626)

Proceeds from issue of warrants

3,437,500

Proceeds from issue of sponsor warrants

3,523,438

Net cash flows used in financing activities

(2,643)

129,400,188

Change in cash and cash equivalents

128,063,530

1,249,644

Cash and cash equivalents at beginning of the

year / period

1,249,644

Cash and cash equivalents at end of the year /

period

129,313,174

1,249,644

Being:

Cash - unrestricted

771

1,249,644

Cash - restricted

129,312,403

129,313,174

1,249,644

As at 31 December 2021 the cash held in escrow was restricted for a period of greater than 12 months and did not

meet the definition of Cash and cash equivalents. At 31 December 2022 the term remaining on the escrow

arrangement is less than 3 months and the restricted balances have been redesignated as cash and cash

equivalents.

The notes on pages 37 to 55 form an integral part of these financial statements.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

STATEMENT OF CHANGES IN EQUITY

For the period from 1 January 2022 to 31 December 2022

Notes

Sponsor shares

GBP

Retained earnings

GBP

Total Equity

GBP

Balance as at 29 April 2021

Ordinary shares issued

313

Total comprehensive loss for

the period

(9,153)

Expenses relating to

listing/IPO

(2,539,517)

Balance as at 31 December

2021

(2,539,205)

(9,153)

(2,548,358)

Total comprehensive loss for

the year

(3,117,998)

Expenses relating to

listing/IPO

(2,642)

Balance as at 31 December

2022

(2,541,847)

(3,127,151)

(5,668,998)

The notes on pages 37 to 55 form an integral part of these financial statements.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 31 December 2022

1. General information

The Company is a non-cellular special purpose acquisition company (“SPAC”), limited by shares,

registered and incorporated in Guernsey under The Companies (Guernsey) Law, 2008 (as amended) (the

“Law”) on 29 April 2021 with registration number 69150. The Company’s registered address is First

Floor, 10 Lefebvre Street, St Peter Port GY1 2PE. Disruptive Capital GP Limited is the Company’s sponsor

(the “Sponsor Entity”).

The objective of the Company is to complete a (legal) merger, amalgamation, share exchange, asset

and/or liability acquisition, share purchase, reorganization or similar business combination with a target

business or entity. The Company intends to focus on undertaking a Business Combination with a target

business or entity with its headquarters or principal operations in Western and/or Northern Europe,

although it may pursue an acquisition opportunity in any industry or sector. The Company has until 11

April 2024 to complete a Business Combination, if approved by a Shareholder vote (“Business

Combination Deadline”).

2. Basis of preparation and statement of compliance

The financial statements give a true and fair view, comply with the relevant Law and have been prepared

in accordance with International Financial Reporting Standards (“IFRS”) which comprise standards and

interpretations approved by the International Accounting Standards Board (“IASB”) and International

Financial Reporting Interpretations Committee (“IFRIC”). The financial statements have been prepared

on a going concern basis under the historical cost convention, modified to include the revaluation of

certain financial instruments that are measured at fair value in accordance with IFRS.

The preparation of these financial statements also requires management to exercise its judgment in the

process of applying the Company’s accounting policies. 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 8 Redeemable Ordinary Shares and Market Warrants. The fair value of the Market

Warrants at the issue date.

2.1. Standards and amendments effective for the year

The interpretations and amendments to IFRS effective for 2022 have not had a significant impact on the

Company’s accounting policies or reporting.

2.2. Standards, amendments and interpretations not yet effective

A number of amendments and interpretations have been issued which are not expected to have any

significant impact on the accounting policies and reporting.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 31 December 2022

3. Significant accounting judgements, estimates and assumptions

The preparation of financial statements in conformity with IFRS requires management to make

judgements, estimates and assumptions that affect the application of accounting policies and reported

amounts in the financial statements. The areas involving a higher degree of judgement or complexity, or

areas where assumptions or estimates are significant to the financial statements, are disclosed below:

3.1. Management estimates and assumptions

3.1.1. Fair Value of Investments at Fair Value through Profit or Loss (“FVTPL”)

Management uses various valuation techniques to determine the fair value of financial (where active

market quotes are not available) and non-financial assets. As at 31 December 2022, the Company has

not acquired any financial assets.

3.1.2. Expected Credit Losses (“ECL”)

Certain financial assets will be classified as financial assets at amortised cost, which includes accounts

receivable. The key source of estimation uncertainty is on the various default scenarios for prescribed

future periods and the probability of each scenario occurring which are considered when estimating the

ECLs.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting

estimates are recognised in the period in which the estimates are revised and in any future period

affected.

3.2. Judgements

3.2.1. Going concern

The financial statements have been prepared on a going concern basis. The Directors are of the opinion

that they will be able to complete an acquisition prior to April 2024 and having considered the Company's

objectives and available resources along with its projected income and expenditure, are satisfied that

the Company has adequate resources to continue in operational existence for the foreseeable future. If

the Company does not complete an acquisition in this time the Company will be wound up and funds

held in escrow for investors returned to them. The Directors do not believe there is a material difference

between the accounts prepared on a breakup or going concern basis.

The Company will have until the Business Combination Deadline to complete the Business Combination.

If the Company fails to complete a Business Combination by the Business Combination Deadline the

Company intends to: (1) cease all operations except for the purpose of winding up; (2) on a date as soon

as reasonably possible after the Business Combination Deadline but not more than 10 trading days

thereafter, repurchase the Ordinary Shares held by shareholders at a per share price, payable in cash,

equal to the aggregate amount then on deposit in the company’s bank accounts (less any amounts

necessary to pay (a) dissolution expenses and (b) any unpaid claims of creditors entitled to payment

thereof by the Company, (3) as promptly as reasonably possible, subject to the approval of its

shareholders, resolve on the dissolution of the Company and liquidate the Company’s assets and

liabilities in accordance with Guernsey law. There will be no liquidating distributions with respect to the

Warrants, which will expire worthless if the Company fails to complete a Business Combination within

the Business Combination Deadline. 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.

3.2.2. Redeemable ordinary shares and warrants

The Company has made certain judgements regarding the fair value of the Warrants at the issue date

(see note 8).

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 31 December 2022

4. Significant accounting policies

The principal accounting policies applied in the preparation of these ﬁnancial statements are set out

below. These policies have been consistently applied to the financial period presented, unless otherwise

stated.

4.1. Business Combinations

Business combinations will be accounted for using the acquisition method. The cost of an acquisition will

be measured as the aggregate of the consideration transferred, which is measured at acquisition date

fair value, and the amount of any non-controlling interests in the acquiree. For each business

combination, the Company will elect whether to measure the non-controlling interests in the acquiree

at fair value or at the proportionate share of the acquiree’s identifiable net assets. Acquisition-related

costs will be expensed as incurred.

The Company will be deemed to have completed a business combination when the acquired set of

activities and assets include an input and a substantive process that together significantly contribute to

the ability to create outputs. Any contingent consideration to be transferred by the acquirer will be

recognised at fair value at the acquisition date.

Goodwill will initially be measured at cost (being the excess of the aggregate of the consideration

transferred and the amount recognised for non-controlling interests and any previous interest held over

the net identifiable assets acquired and liabilities assumed). If the fair value of the net assets acquired is

in excess of the aggregate consideration transferred, the Company will re-assess whether it has correctly

identified all the assets acquired, and all of the liabilities assumed and review the procedures used to

measure the amounts to be recognised at the acquisition date.

As at the end of the period, the Company had not yet completed a Business Combination.

4.2. Expenses

All expenses are accounted for on an accruals basis.

4.3. Interest income

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective

interest rate applicable. Interest income is recognised in the Statement of Comprehensive Income.

4.4. Taxation

The Company has been assessed for tax at the Guernsey standard tax rate of 0%.

4.5. Ordinary share capital

Equity is classified according to the substance of the contractual arrangements entered in to. An equity

instrument is any contract that evidences a residual interest in the assets of the Company after deducting

all its liabilities. Equity is recorded at the amount of proceeds received, net of issue costs. As the Sponsor

Shares issued (Note 9) by the Company are not considered redeemable, the Company classifies these as

equity. Redeemable shares are classified as liabilities in accordance with IAS 32 – “Financial Instruments:

Presentation” as these instruments include a contractual obligation to deliver cash in certain

circumstances and the redemption mechanism is not mandatory.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 31 December 2022

4. Significant accounting policies (continued)

4.6. Warrants and Sponsor Warrants

Warrants – Traded

Each whole Warrant entitles an eligible Warrant Holder to purchase one ordinary shares, subject to

adjustments as set out in the Company’s Prospectus, at any time commencing five days following the

date of completion of a Business Combination.

Warrants issued are classified according to the substance of the contractual arrangements entered in to.

All warrants issued are classified as liabilities in accordance with IAS 32 – “Financial Instruments:

Presentation” as these instruments include a contractual obligation to deliver cash in certain

circumstances and the redemption mechanism is not mandatory.

The Company has designated Warrants and Sponsor Warrants as liabilities measured at fair value

through profit and loss. The subsequent measurement of these liabilities is made with reference to the

closing price of the Warrants on the period end date.

Warrants – not traded

Due to the lack of market available information, these are held at historic cost.

4.7. Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the

chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating

resources and assessing performance of the operating segments, has been identified as the Board of

Directors, as a whole.

For management purposes, the Company is organised into one main operating segment, with the sole

objective being the expected Business Combination to be entered into in a future period. Accordingly,

no separate, reportable segments have been identified as being applicable for the purpose of disclosure

within these financial statements.

4.8. Foreign currency translation

Functional and presentation currency

The currency of the primary economic environment in which the Company operates (“the functional

currency”) is Sterling (“GBP”) which is also the presentation currency. All amounts are recorded in the

nearest GBP, except when otherwise indicated.

Foreign currency transactions and balances

Foreign currency transactions are translated into the functional currency of the Company, using the

exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains

and losses resulting from the settlement of such transactions and from the remeasurement of monetary

items denominated in foreign currency at period-end exchange rates are recognised in profit or loss.

Non-monetary items are not retranslated at the period-end. They are measured at historical cost

(translated using the exchange rates at the transaction date), except for non-monetary items measured

at fair value which are translated using the exchange rates at the date when fair value was determined.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 31 December 2022

4. Significant accounting policies (continued)

4.9. Financial Instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the

contractual provisions of the financial instrument. In accordance with IFRS 9 – “Financial Instruments”,

the Company classifies its financial assets and financial liabilities at initial recognition into the categories

of financial assets and financial liabilities discussed below.

Financial assets and financial liabilities are offset, and the net amount is reported in the Statement of

Financial Position if, and only if, there is a currently enforceable legal right to offset the recognised

amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability

simultaneously. This is generally not the case with master netting agreements unless one party to the

agreement defaults and the related assets and liabilities are presented gross in the Statement of

Financial Position.

Financial assets

a) Classification and initial measurement

Financial assets are initially measured at fair value including transaction costs (where applicable),

unless it is carried at fair value through profit or loss, in which case transaction costs are

immediately expensed.

Financial assets, other than those designated and effective as hedging instruments, are classified

into one of the following categories:

• amortised cost

• fair value through profit or loss (“FVTPL”), or

• fair value through other comprehensive income (“FVOCI”).

In the period presented the Company does not have any financial assets categorised as FVOCI or

otherwise.

The classification is determined by both:

• the entity’s business model for managing the financial asset, and

• the contractual cash flow characteristics of the financial asset.

b) Subsequent measurement of financial assets

i) Financial assets measured at amortised cost

A debt instrument is measured at amortised cost if it is held within a business model whose

objective is to hold financial assets in order to collect contractual cash flows and its contractual

terms give rise on specified dates to cash flows that are solely payments of principal and interest

on the principal (“SPPI”) amount outstanding.

After initial recognition, these are measured at amortised cost using the effective interest method

net of any write down from impairment. Discounting is omitted where the effect of discounting is

immaterial.

The Company will include in this category loans and facilities at amortised cost and accounts

receivable.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 31 December 2022

4. Significant accounting policies (continued)

4.9 Financial Instruments (continued)

Financial assets (continued)

ii) Financial assets measured at FVTPL

A financial asset is measured at fair value through profit or loss if:

• Its contractual terms do not give rise to cash flows on specified dates that are SPPI on the

principal amount outstanding; or

• It is not held within a business model whose objective is either to collect contractual cash flows,

or to both collect contractual cash flows and sell; or

• At initial recognition, it is irrevocably designated as measured at FVTPL when doing so

eliminates or significantly reduces a measurement or recognition inconsistency that would

otherwise arise from measuring assets or liabilities or recognising the gains and losses on them

on different bases.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability

in an orderly transaction between market participants at the measurement date.

The category contains all debt and equity investments – investments in unlisted private and quoted

investments. Assets in this category are measured at fair value with gains or losses recognised in

profit or loss.

The fair values of financial assets in this category are determined by reference to active market

transactions or using a valuation technique where no active market exists.

iii) Impairment of financial assets

IFRS 9’s impairment requirements use forward-looking information to recognise expected credit

losses – the ‘expected credit loss (“ECL”) model’. Instruments within the scope of the requirements

included loans and facilities measured at amortised cost and accounts receivable.

The Company considers a broader range of information when assessing credit risk and measuring

expected credit losses, including past events, current conditions, reasonable and supportable

forecasts that affect the expected collectability of the future cash flows of the instrument.

iii) Impairment of financial assets (continued)

In applying this forward-looking approach, a distinction is made between:

• financial instruments that have not deteriorated significantly in credit quality since initial

recognition or that have low credit risk (‘Stage 1’); and

• financial instruments that have deteriorated significantly in credit quality since initial recognition

and whose credit risk is not low (‘Stage 2’).

‘Stage 3’ would cover financial assets that have objective evidence of impairment at the reporting

date. ’12-month expected credit losses are recognised for the first category (i.e., Stage 1) while

‘lifetime expected credit losses’ are recognised for the second category (i.e., Stage 2).

Measurement of the expected credit losses is determined by a probability-weighted estimate of

credit losses over the expected life of the financial instrument.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 31 December 2022

4. Significant accounting policies (continued)

4.9 Financial Instruments (continued)

c) Derecognition

The Company derecognises a financial asset when the contractual rights to the cash flows from the

financial asset expire, or when it transfers the financial asset in a transaction in which substantially

all the risks and rewards of ownership of the financial asset are transferred or in which the Company

neither transfers nor retains substantially all the risks and rewards of ownership and does not retain

control of the financial asset. Any interest in transferred financial assets that qualify for

derecognition that is created or retained is recognised as a separate asset or liability in the

statement of financial position.

On derecognition of a financial asset, the difference between the carrying amount of the asset (or

the carrying amount allocated to the portion of the asset derecognised) and the consideration

received (including any new asset obtained less any new liability assumed) is recognised in the

Statement of Comprehensive Income.

The Company derecognises a financial liability when its contractual obligations are discharged or

cancelled or expire.

Cash and cash equivalents

Cash and cash equivalents comprise bank balances held by the Company including short term

deposits with a maturity of less than 3 months. For the purposes of the Statement of Cash Flows,

cash and cash equivalents consist of cash and deposits at bank. Cash on deposit comprises bank

deposits with an original maturity of three months or more.

Financial liabilities

Financial liabilities include loans payable and accounts payable and accrued expenses. Accounts

payable and accrued expenses are not interest-bearing and are stated at their nominal value.

Financial liabilities are initially measured at fair value, and, where applicable, adjusted for

transaction costs unless the Company designated a financial liability at FVTPL.

Subsequently, financial liabilities are measured at amortised cost using the effective interest

method except for derivatives and financial liabilities designated at FVTPL, which are carried

subsequently at fair value with gains or losses recognised in profit or loss (other than derivative

financial instruments that are designated and effective as hedging instruments).

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 31 December 2022

5. Cash and cash equivalents and Restricted balances

31 Dec 2022

31 Dec 2021

GBP

Cash and cash equivalents - RBSI current account

771

1,249,643

Restricted balances - Barclays escrow account

129,312,403

128,128,578

129,313,174

129,378,221

All cash balances at year-end were held in bank accounts.

The Restricted Cash balance is held by Barclays as escrow agent. The funds held are not available to the

company until completion of a business combination or on winding up of the Company following a failure

to complete a business combination by the business combination deadline. Due to the uncertainty of

when a business combination will occur or the proportion of shareholders who will redeem ordinary

shares it has not been possible to determine whether any of this balance would be available to the

Company within the next three months.

An amount of £121,350,170 of the Barclays Escrow bank balance has been used to settle ordinary

shareholders (see note 15).

6. Operating expenses

31 Dec 2022

31 Dec 2021

GBP

Legal and professional fees

517,989

11,449

Audit fees*

118,210

Administration fees

186,133

1,596

Advisory fees

295,484

Listing fees

18,149

Aborted deal costs

705,542

Sundry Expenses

25,945

594

1,867,452

13,639

*£49,200 relates to 2021 audit fee expenses.

7. Accounts payable and accrued expenses

31 Dec 2022

31 Dec 2021

GBP

Legal and professional fees payable

3,288

319,841

Audit fees payable*

69,010

Administration fees payable

37,808

57,050

Advisory fees payable

120,000

Aborted deal fees payable

705,542

Due to Disruptive Capital GP Limited

61,780

Due to PSF Professional Services Limited

661

Other fees payable

998,109

376,891

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 31 December 2022

8. Warrants and redeemable ordinary shares

Redeemable ordinary shares

Authorised

The Company may issue an unlimited number of shares of par value and/or no-par value or a

combination of both. The Company may from time to time hold its own shares as treasury shares.

During the year, the Redeemable ordinary shares were reclassified from Non-current liabilities to current

liabilities due to the deadline for the Business Combination being January 2023.

The following table shows the movement of the issued redeemable ordinary shares:

Number of

GBP

Ordinary shares

As at 29 April 2021

Issued during the period

12,500,002

121,562,500

As at 31 December 2021

12,500,002

121,562,500

Revaluation during the period

4,687,500

As at 31 December 2022

12,500,002

126,250,000

Sponsor shares

As at 29 April 2021

Issued during the period

312,500

3,039,063

As at 31 December 2021

312,500

3,039,063

Revaluation during the period

117,188

As at 31 December 2022

312,500

3,156,250

Treasury shares

As at 29 April 2021

Issued during the period

187,500

As at 31 December 2021

187,500

Revaluation during the period

As at 31 December 2022

187,500

The Company has also issued 3,125,000 Sponsor Shares to Disruptive Capital GP Limited, at the nominal

value of £0.0001 per share. The Sponsor Shares are not part of the Offering and will not be admitted to

listing or trading on any trading platform. See note 9.

The Ordinary Shares will rank, pari passu, with each other and ordinary shareholders will be entitled

(subject to the terms set out in the Company’s Prospectus) to dividends and other distributions declared

and paid on them. Each Ordinary Share carries distribution and liquidation and the right to attend and

to cast one vote at a general meeting of the Company (including at the Business Combination general

meeting). If any Ordinary Shares are held in treasury, such Ordinary Shares shall not be voted at any

general meeting of the Company and no dividend may be declared or paid and no other distribution of

the Company’s assets may be made in respect of such Ordinary Shares.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 31 December 2022

8. Warrants and redeemable ordinary shares (continued)

Redeemable ordinary shares (continued)

On incorporation, the Company issued two (2) Founder Shares to Fiordland GP Limited acting in its

capacity as general partner of the Truell Intergenerational Family Limited Partnership Incorporated.

These two (2) Founder Shares were subsequently converted into Ordinary Shares.

On listing, the Company issued 12,500,000 Units to investors, comprising 12,500,000 Ordinary Shares at

a nominal value of £0.0001 per share and 6,250,000 redeemable warrants (the “Offering”). Each unit is

comprised of one (1) Ordinary Share of the Company, as well as one half (1/2) of a redeemable Warrant

(Note 9).

The Company subsequently issued 312,500 Units to Disruptive Capital GP Limited, comprising 312,500

Ordinary Shares and 156,250 redeemable warrants.

The Company subsequently issued 187,500 Units to Disruptive Capital GP Limited, comprising 187,500

Ordinary Shares and 93,750 redeemable warrants. These Units were immediately repurchased by the

Company and are held as Treasury Shares.

Classification

Due to the contractual stipulations on issued ordinary shares, these instruments have been classified as

financial liabilities in accordance with IAS32.

Warrants

The Warrants and Sponsor Warrants are accounted for as liabilities in accordance with IAS 32 and are

measured at fair value as at each reporting period. Changes in the fair value of the Warrants and Founder

Warrants are recorded in the statement of profit or loss for each period.

The Warrants will expire on the date that is five years following the Business Combination Completion

Date, or earlier upon redemption of the Warrants or liquidation of the Company. If the Company does

not complete a Business Combination by the stated deadline, the Sponsor Warrants will expire

worthless. This is the reason why the maturity classification of Warrants has remained unchanged as a

“Non-Current Liabilities”.

Each whole Warrant entitles an eligible Warrant Holder to purchase one Ordinary Share at a price of

£11.50 per Ordinary Share, subject to adjustments as set out in the Company’s Prospectus, at any time

commencing five days following the date of completion of a Business Combination. The Warrants will

expire on the date that is five years following the Business Combination Completion Date, or earlier upon

redemption of the Warrants or liquidation of the Company. A Warrant Holder may exercise only whole

Warrants at a given time.

In addition, the Company has also issued 2,291,667 Sponsor Warrants to Disruptive Capital GP Limited,

at the nominal value of £1.50 per sponsor warrant. The Sponsor Warrants are not part of the Offering

and will not be admitted to listing or trading on any platform.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 31 December 2022

8. Warrants and redeemable ordinary shares (continued)

Warrants (continued)

Number of

warrants

Warrants

GBP

Warrants

As at 29 April 2021

Issued during the period

6,250,000

3,437,500

As at 31 December 2021

6,250,000

3,437,500

Revaluation during the period

(2,312,500)

As at 31 December 2022

6,250,000

1,125,000

Sponsor warrants - traded

As at 29 April 2021

Issued during the period

156,250

85,938

As at 31 December 2021

156,250

85,938

Revaluation during the period

(57,813)

As at 31 December 2022

156,250

28,125

Treasury warrants

As at 29 April 2021

Issued during the period

93,750

As at 31 December 2021

93,750

Revaluation during the period

As at 31 December 2022

93,750

Sponsor warrants - not traded

As at 29 April 2021

Issued during the period

2,291,667

3,437,500

As at 31 December 2021

2,291,667

3,437,500

Revaluation during the period

As at 31 December 2022

2,291,667

3,437,500

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 31 December 2022

9. Issued share capital

Authorised

The Company may issue an unlimited number of shares of par value and/or no-par value or a

combination of both. The Company may from time to time hold its own shares as treasury shares.

Issued

Number of

sponsor

Sponsor

GBP

Sponsor shares

Issued during the period

3,125,000

313

Share issue costs paid

(2,539,517)

Sponsor shares at 31 December 2021

3,125,000

(2,539,204)

Share issue costs paid

(2,642)

Sponsor shares at 31 December 2022

3,125,000

(2,541,846)

The Company also issued redeemable ordinary shares (see note 8).

The Company issued 2,291,667 Sponsor Shares to Disruptive Capital GP Limited, at the nominal value of

£0.0001 per share. The Sponsor Shares are not part of the Offering and will not be admitted to listing or

trading on any trading platform.

The Sponsor Shares will rank, pari passu, with each other and holders of sponsor shares will be entitled

to dividends and other distributions declared and paid on them. The sponsor shares are convertible on

a one-to-one basis into ordinary shares, on successful completion of a Business Combination.

As the Sponsor Shares issued by the Company are not considered redeemable, the Company classifies

these as equity.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 31 December 2022

10. Related party disclosures

The following related parties have been identified during the period and as at period end:

Name of related party

Nature of relationship

Fiordland GP Limited acting in its capacity as

general partner of the Truell Intergenerational

Family Limited Partnership Incorporated

Founder & major shareholder

Disruptive Capital GP Limited

Sponsor & major shareholder

Truell Conservation Foundation

Major shareholder

Edmund Truell

Executive Director

Roger Le Tissier

Executive Director

Wolf Becke

Independent Non-executive Director and Chair

Dimitri Goulandris

Independent Non-executive Director and Chair

(a) Balances and transactions with other related parties

31 Dec 2022

31 Dec 2021

GBP

Sponsor Warrants

2,291,667 not traded

3,437,500

156,250 redeemable

28,125

85,938

Sponsor Shares

3,125,000 non-redeemable

(2,541,846)

(2,539,204)

312,500 redeemable Ordinary shares

3,156,250

3,039,063

11. Financial risk management

Introduction

The Company is exposed to financial risks that are managed through a process of identification,

measurement and monitoring and subject to risk limits and other controls. The objective of the Company

is, consequently, to achieve an appropriate balance between risk and benefits, and to minimise potential

adverse effects arising from its financial activity.

The main risks arising from the Company’s financial instruments are market risk, credit risk and liquidity

risks. Management reviews policies for managing each of these risks and they are summarised below.

These policies have remained unchanged since the beginning of the period to which these financial

statements relate.

Market risk

Market risk is defined as “the risk that the fair value or future cash flows of a financial instrument will

fluctuate because of changes in variables such as equity price, interest rate and foreign currency rate”.

Changes in industry conditions, competition, political and diplomatic events, tax, environmental and

other laws and other factors, can substantially and either adversely or favourably affect the value of the

securities in which the Company invests and, therefore, the Company’s performance and prospects.

In addition, and as the Warrants are recognised at fair value and are liabilities on the balance sheet of

the Company, the Company is also exposed to the volatility of the Warrants. The Company’s liabilities

may then deviate over time because Warrant prices can fluctuate due to changing market conditions.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 31 December 2022

11. Financial risk management (continued)

i) Equity price risk

Equity price risk is the risk of unfavourable changes in the fair values of equity investments as a result of

changes in the value of individual shares. As at 31 December 2022, the Company did not hold any equity

investments.

ii) Interest rate risk

The Company’s policy is to minimise interest rate cash flow risk exposures on long-term financing.

Longer-term borrowings are therefore usually at fixed rates. At 31 December 2022, the Company is not

exposed to changes in market interest rates as no borrowing arrangements have been entered into.

iii) Foreign currency risk

Most of the Company’s transactions are carried out in the functional currency.

To mitigate the Company’s exposure to foreign currency risk, non-functional currency cash flows are

monitored in accordance with the Company’s risk management policies.

Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party

by failing to discharge an obligation, expected credit losses are measured using probability of default,

exposure at default and loss given default. Management considers both historical analysis and forward-

looking information in determining an expected credit loss.

Besides the cash held at RBSI to fund the operational costs of the Company, the Company utilises an

escrow account at Barclays for the proceeds received from the Company’s Offering.

The table below shows the maximum exposure to credit risk for each component of the statement of

financial position:

Notes

31 Dec 2022

GBP

31 Dec 2021

GBP

Cash and cash equivalents inc. restricted balances

(1)

129,313,174

129,378,221

Total maximum exposure to credit risk

129,313,174

129,378,221

(1) The Company's cash is held at both RBSI and Barclays PLC, which both have a credit rating of A1 as

per Moody’s for the year ended 31 December 2022 (31 December 2021: RBSI: A3 and Barclays PLC:

A1). Cash that is held with counterparties has been assessed for probability of default as a result no

loss allowance has been recognised based on 12-month expected credit losses as any such

impairment would be wholly insignificant to the Company.

Liquidity risk

Liquidity risk is the risk that the Company will encounter in realising its non-cash assets or otherwise

raising funds to meet financial commitments. As at the year end, the Company’s assets consist solely of

cash and cash equivalents and an immaterial receivable balance.

Liquidity risk is managed and monitored weekly by the administrator of the Company. The Company

manages its liquidity risk by a combination of maintaining cash levels to fund short-term operating

expenses and retained profits.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 31 December 2022

11. Financial risk management (continued)

Liquidity risk (continued)

A summary table with maturity of financial assets and liabilities of the Company is presented. The

amounts disclosed in the tables are the contractual undiscounted cash flows. Undiscounted cash flows

in respect of balances due within 12 months generally equal their carrying amounts in the statement of

financial position as the impact of discounting is not significant.

The maturity analysis of financial instruments as at 31 December 2022 is as follows:

Demand and

less than 1

month

Less than 1

year

More than

1 year

Total

Notes

GBP

Financial assets

Cash and cash equivalents

129,313,174

Accounts receivable

12,813

Financial liabilities

Redeemable ordinary shares

(129,406,250)

Warrants

(4,590,626)

Accounts payable and accrued

expenses

(998,109)

The maturity analysis of financial instruments as at 31 December 2021 is as follows:

Demand and

less than 1

month

Less

than 1

year

More than 1

year

Total

Notes

GBP

Financial assets

Cash and cash equivalents

129,378,221

Accounts receivable

12,813

Financial liabilities

Redeemable ordinary shares

124,601,563

Warrants

6,960,938

Accounts payable and accrued

expenses

376,891

There is a risk that the Company does not complete a Business Combination by the stated deadline,

which would trigger the redemption of redeemable instruments such as Ordinary Shares.

While the Company expects that it will have enough funds available to operate until the Business

Combination Deadline, the Sponsors may fund up to £2million of excess costs through the issuance of

loan or debt instruments to the Company, such as promissory notes, which may be converted into

Sponsor Warrants at a price of £1.50 per Sponsor Warrant at the option of the Sponsor. Any issuance of

promissory notes by the Company could mean that the amounts available to Ordinary Shareholders on

a liquidation are reduced; any issue of additional warrants could (upon exercise) ultimately dilute

Ordinary Shareholders reducing their overall shareholding and proportionate level of control of the

Company.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 31 December 2022

11. Financial risk management (continued)

Capital management

The Company’s capital management objectives are:

• to ensure the Company’s ability to continue as a going concern, and

• to provide an adequate return to shareholders by investing capital in matters relating to

undertaking a Business Combination.

The Company manages the capital structure and adjusts it in the light of changes in economic conditions

and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure,

the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders,

issue new shares, or sell assets to reduce debt.

The Company is authorised to issue Ordinary Shares and Warrants (which are convertible into ordinary

shares subject to the Company meeting specific requirement in relation to entering into a business

combination, as described in the Prospectus). As at 31 December 2022, the Company’s capital is

represented by the Ordinary Shares and Sponsor Shares respectively, as detailed in Note 8 and 9 to these

financial statements, as well as issued Warrants and Sponsor Warrants, as detailed in Note 8 to these

financial statements.

As a result of the ability to issue, repurchase and resell shares, the capital of the Company can vary. The

Company is not subject to externally imposed capital requirements and has no restrictions on the issue,

repurchase or resale of its shares.

12. Fair value measurement

Fair value measurement of financial instruments

Financial assets and financial liabilities measured at fair value in the statement of financial position are

grouped into three levels of a fair value hierarchy. The three levels are defined based on the observability

of significant inputs to the measurement, as follows:

Level 1: Quoted price (unadjusted) in an active market for an identical instrument.

Level 2: Valuation techniques based on observable inputs, either directly (i.e., as prices) or indirectly (i.e.,

derived from prices). This category includes instruments valued using: quoted prices in active markets

for similar instruments; quoted prices for identical or similar instruments in markets that are considered

less than active; or other valuation techniques for which all significant inputs are directly or indirectly

observable from market data.

Level 3: Valuation techniques using significant unobservable inputs. This category includes all

instruments for which the valuation technique includes inputs not based on observable data and the

unobservable inputs have a significant effect on the instrument’s valuation. This category includes

instruments that are valued based on quoted prices for similar instruments for which significant

unobservable adjustments or assumptions are required to reflect differences between the instruments.

The level in the fair value hierarchy within which the fair value measurement was categorised in its

entirety was determined based on lowest level input that was significant to the fair value measurement

in its entirety. For this purpose, the significance of an input was assessed against the fair value

measurement in its entirety.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 31 December 2022

12. Fair value measurement (continued)

Fair value measurement of financial instruments (continued)

If a fair value measurement used observable inputs that required significant adjustment based on

unobservable inputs, then those investments were measured using Level 3 inputs. Assessing significance

of a particular input to the fair value measurement in its entirety required judgment, considering factors

specific to the asset or liability (see valuation techniques disclosed below). The determination of what

constitutes observable required significant judgment by the Directors of the Company.

The Directors of the Company considered observable data to be market data that was readily available,

regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent

sources that are actively involved in the relevant market.

The following table shows the levels within the hierarchy of financial assets and liabilities measured at

fair value on a recurring basis:

31 Dec 2022

GBP

Note

Level 1

Level 2

Level 3

Total

Redeemable Ordinary Shares

measured at amortised cost

129,406,250

Warrants measured at fair

value

4,590,626

Total

133,996,876

31 Dec 2021

GBP

Note

Level 1

Level 2

Level 3

Total

Redeemable Ordinary Shares

measured at amortised cost

124,601,563

Warrants measured at fair

value

6,960,938

Total

131,562,501

There were no transfers between levels during the period ended 31 December 2022.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 31 December 2022

13. Earnings per share

The Basic Earnings per share has been calculated on a weighted-average basis and is derived by dividing

the net profit/ (loss) for the period attributable to ordinary equity shareholders by the weighted-average

number of ordinary shares in issue, outstanding during the period.

For the purpose of calculating diluted earnings per share, the profit or loss attributable to ordinary equity

holders of Company, and the weighted average number of shares outstanding, are adjusted for the

effects of all dilutive potential ordinary shares.

31 Dec 2022

31 Dec 2021

Weighted average of ordinary shares in issue for basic loss

per share

3,125,000

Total comprehensive (loss) for the period attributable to the

shareholders (GBP)

(3,117,998)

(9,153)

Basic (loss) per share (GBP)

(1.00)

(0.0029)

14. Dividends

No dividends were paid or declared by the Company in the year ending 31 December 2022 (31 December

2021: None). The Company will not pay dividends prior to the Business Combination.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

For the year ended 31 December 2022

15. Events after the reporting period

After 31 December 2022, the following material events occurred:

An Extraordinary General Meeting of the Members of the Company, in addition to an Ordinary

Shareholder Class Meeting, a Warrantholder Class Meeting and a Sponsor Shareholder Class Meeting of

the Company were held on 11 January 2023, adjourned to 18 January 2023, at which special resolutions

were passed to replace the Articles of Incorporation of the Company and ordinary resolutions were

passed whereby the acquisition of up to 95 per cent of the Ordinary Shares of the Company in issue at a

price of between GBP 10.25 and GBP 10.789 per Ordinary Share was approved. The revised Articles also

included an extension to the Company’s termination provisions and the wind up date of 11 April 2024

was stipulated in order to extend the period by 15 months for a suitable business combination target to

be found.

On 15 February 2023, a further Extraordinary General Meeting of the Company was held at which the

Company’s repurchase of up to 5% its Ordinary shares and all the Company’s Public Warrants was

approved. As at 14 April 2023, the Company had repurchased 11,532,821 Ordinary Shares and now holds

in Treasury 11,720,321 Ordinary Shares in its share capital. As at 14 April 2023, the Company had

repurchased 2,060,000 warrants and now holds in Treasury 2,153,750 warrants. An amount of GBP

121,350,170 of the Barclays Escrow bank balance had been paid in cash to shareholders as a result of

the buyback of shares and warrants, as at 14 April 2023.

On 20 February 2023 the company announced an intention to enter into a business combination with

Global Interconnection Group SA at a value of between 375 and 400 million Swiss Francs. On 20 April

2023 notices were despatched to shareholders convening an Extraordinary General Meeting to be held

on 12 May 2023 in order to consider the business combination with Global Interconnection Group SA.

DISRUPTIVE CAPITAL ACQUISITION COMPANY LIMITED

KEY ADVISERS AND CONTACT INFORMATION

For the year ended 31 December 2022

Registered Office

First Floor

10 Lefebvre Street

St Peter Port

Guernsey GY1 2PE

Joint Global Coordinator and Sole Bookrunner

J.P. Morgan Securities Plc

25 Bank Street

London E14 5JP

United Kingdom

Legal Advisers (as to Guernsey law)

Ogier (Guernsey) LLP

Redwood House

St Julian’s Avenue

St Peter Port

Guernsey GY1 1WA

Legal Advisers to the Joint Global

Coordinators as to Dutch, English and US law

Allen & Overy LLP

Apollolaan 15

1077 AB Amsterdam

The Netherlands

Auditor

BDO LLP

55 Baker Street

London W1U 7EU

United Kingdom

Directors (all care of the registered office)

Mr Edmund Truell

Dimitri Goulandris (resigned 23.12.2022)

Wolf Becke

Roger Le Tissier

Joint Global Coordinator

Cantor Fitzgerald Europe

Five Churchill Place

Canary Wharf

London E14 5HU

United Kingdom

Legal Advisers (as to English and U.S. law)

Herbert Smith Freehills LLP

Exchange House

Primrose Street

London EC2A 2EG

United Kingdom

Legal Advisers (as to Dutch law)

Stibbe N.V.

Beethovenplein 10

1077 WM Amsterdam

The Netherlands

Listing and Paying Agent, and Warrant Agent

Van Lanschot Kempen K.V.

Beethovenstraat 300

1077 WZ Amsterdam

The Netherlands

135 East 57th Street

New York, NY 10022

Company Website: