SMG Technology Acceleration SE
Société européenne
ANNUAL ACCOUNTS
FOR THE FINANCIAL PERIOD
FROM 7 AUGUST 2023 (DATE OF REGISTRATION)
TO 31 DECEMBER 2023
Registered office: 9, rue de Bitbourg
L - 1273 Luxembourg
R.C.S. Luxembourg: B279346
Table of contents
Page(s)
Management report
1-4
Corporate governance statement
5
Auditor’s report
6-10
Balance sheet
11-15
Profit and loss account
16-17
Notes to the annual accounts for the year ended 31 December 2023
18-25
SMG Technology Acceleration SE
Management Report
for the period ended 31 December 2023
The Management Board (the “Board”) of SMG Technology Acceleration SE (hereafter the “Company”)
submit its management report with the annual accounts of the Company for the period ended 31
December 2023.
1. Overview
The Company is a special purpose acquisition company (otherwise known as a blank cheque company)
incorporated in Luxembourg on 27 July 2023 and registered with the Luxembourg Trade and Companies
Register on 7 August 2023. The Company’s corporate purpose is the acquisition of one operating
business with a principal business operations in a member state of the European Economic Area, the
United Kingdom or Switzerland that is based in the technology sector, which shall encompass primarily
the following verticals: additive manufacturing/3D printing, software as a service (SaaS), and digital
infrastructure/blockchain-based technologies, through a merger, capital stock exchange, share
purchase, asset acquisition, reorganization or similar transaction (the “Business Combination”). The
Company intends to complete the Business Combination using cash from the proceeds of the private
placement of the class A shares and class A warrants (see below).
2. Review and development of the Group’s business and financial position
The Company completed its private placement (the “Private Placement”) on 27 October 2023 through
the issuance of 22.000.000 redeemable class A shares with a par value of EUR 0,00548 (the “Public
Shares”) and 11.000.000 class A warrants (the “Class A Warrants”). The Public Shares are admitted
to trading on the Frankfurt Stock Exchange under the symbol “7GG” since 27 October 2023. The Class
A Warrants are not admitted to trading or listed on the Frankfurt Stock Exchange. One Public Share and
one-half (1/2) of a Public Warrant (each, a “Unit”), were sold at a price of EUR 1 per unit representing
a total placement volume of EUR 22 million.
The sponsor of the Company, SMG Technology Holding S.à r.l. (the “Sponsor”), a wholly owned
subsidiary of SMG Holding S.à r.l., has subscribed to 21.900.000 class B shares amounting to EUR
120.000. On 26 October 2023, the Sponsor also subscribed to an aggregate 20,000,000 class B
warrants (the “Sponsor Warrants”) at a total price of EUR 3.000.000. The class B shares and Sponsor
Warrants are not publicly traded securities. The Sponsor has agreed to a lock-up period running at least
until the Business Combination, subject to customary exceptions described in the Company’s
prospectus (the “Prospectus”).
On 20 December 2023, the Company signed a Business Combination Agreement with BigRep GmbH
(“BigRep”), a producer of advanced 3D printing solutions which serves a wide range of industries e. g.
industrial, business solution and consumer products, automotive, transportation, aerospace and
logistics as well as government and education.
Financial performance highlights
As a blank cheque company, the Company currently does not have an active business. The Company
did not generate revenue during the year ended 31 December 2023 and is not expected to generate
any operating revenues until after the completion of the Business Combination. The Company’s
activities for the year ended 31 December 2023 were those necessary to prepare for the Private
Placement and the subsequent listing on the Frankfurt Stock Exchange, and, after the listing, to identify
a target company for a Business Combination and the potential acquisition, described below. The
Company incurred expenses as a result of being a public company (for legal, financial reporting,
accounting and auditing compliance).
The net loss of the Company for the year ended 31 December 2023 was EUR 4.185.133,17, due to
the operating expenses and finance costs.
- 1 -
Financial position highlights
The Company’s main asset accounts refer to the investment in shares in affiliated undertakings for its
holdings in two German subsidiaries. The balance sheet also has a significant capital and reserves in
relation to the issuance of its redeemable class A shares and class A and B warrants as described
above.
3. Principal risk and uncertainties
The Company has analysed the risks and uncertainties to which its business is subject, and the
Management Board of the Company has considered their potential impact, their likelihood, controls that
the Company has in place and steps the Company can take to mitigate such risks. The Company’s
principal risks and uncertainties can be summarised as follows:
Risk
Likelihood
Mitigating factors
Benefits not achieved
&
the
On 20 December 2023, the Company
Low
liquidation of the Company
entered into a Business Combination
There is no assurance that the
Agreement with BigRep and expects to
Company will identify suitable Business
successfully complete the Business
Combination opportunities by the
Combination
in
Q2
2024.
The
Business Combination Deadline, which
shareholders are expected to approve the
would ultimately lead to the liquidation
Business Combination on the annual/
of the Company.
extraordinary general meeting.
Going concern risk in case of no Low
The Company is undertaking continuous
business combination
control and monitoring of expenses
The Company has incurred fees and
incurred in view of its available funding and
expenses associated with preparing
has engaged reputable service providers
and
completing
the
Business
to assist with this monitoring. The Board
Combination. The Company may need
believes that the Company has sufficient
to arrange third-party financing and
funds to meet the fees and expenditures
there can be no assurance that it will be
required for operating its business prior to
able to obtain such financing, which
the closing of the Business Combination.
could compel the Company to
restructure or abandon the Business
Combination.
Legal and regulatory
Low
The Company is undertaking continuous
The Company may be adversely
control and monitoring measure of the
affected by changes to the regulations,
ongoing legal and regulatory landscape.
law, account and general tax
Moreover, the Management and the
environment in Luxembourg and
Supervisory board is supported by leading
Germany as well as the jurisdiction
service providers on the respective legal,
which the target business is subject to.
accounting and tax domains.
Market conditions
Low
The Company believes that external
Adverse events and market conditions,
market conditions have not negatively
such as the conflict between Russia
disrupted in
a
material manner its
and Ukraine and rising interest rates
operations and objectives. But it will
environment, might prevent the
continue to monitor external market
completion
of
the
Business
conditions and continue to assess on a
Combination.
timely basis their impact on its operations
and objectives.
The other risks surrounding the Company are further disclosed in the Prospectus.
- 2 -
4. Risk management, internal control and corporate governance
The Company’s approach to risk management, internal control and corporate governance is consistent
with that applied to affiliates in the SMG Technology Acceleration SE Group and are detailed in the
Group Management Report sections 7 and 8. Non-financial information required by regulation is
provided in section 3.
5. Financial risk management objectives and policies
As at 31 December 2023, the Company had EUR 2.915,69 in cash at bank and in hand. Subsequently
on 28 May 2024, the Company received repayment of amounts owed by affiliated undertakings for total
amount of EUR 2.900.000,00.
The Company had a net equity of EUR 21.684.866,83 as at 31 December 2023. The Sponsor commits
to secure additional liquidity to the Company to pay costs and expenses prior to the completion of the
Business Combination. The Management Board further believes that there will be sufficient funds
available to the Company to pay costs and expenses in the foreseeable future.
The Company has conducted no operations and currently generated no revenue.
Beside the above, the Company identified the related financial risks and has considered their potential
impact, their likelihood, and controls in place to mitigate such risks. The applicable risks to the Company
are liquidity risks and credit risks.
6. Annual Accounts of SMG Technology Acceleration SE
The Annual Accounts of SMG Technology Acceleration SE are shown on page 11 to page 25. These
were prepared in accordance with Luxembourg’s legal and regulatory requirements and using the going
concern basis of accounting described above.
The loss for the year ended 31 December 2023 was EUR 4.185.133,17 and is mainly due to the
operating expenses and the value adjustment recorded in relation to receivables from affiliated
undertakings. It is proposed that the loss for the year ended 31 December 2023 be allocated to profit
and loss brought forward at 1 January 2024.
Distributable amounts
At 31 December 2023, the Company had no distributable amounts, as defined by Luxembourg law.
7. Related party transactions
Please see Notes 4 and 6 to the annual accounts.
8. Research and development
The Company did not have any activities in the field of research and development during the period
ended 31 December 2023.
9. Transactions in own shares
The Group has not acquired or held any of its own shares as at and during the period ended 31
December 2023.
- 3 -
10. Outlook
The Management Board is confident that the Business Combination with BigRep will be completed in
Q2 2024.
11. Events after the reporting period
Please refer to Note 13 to the annual accounts.
Luxembourg, 03 June 2024
Dr. Stefan Petrikovics
George Aase
Chief Executive Officer
Chief Financial Officer
Member of the Management Board
Member of the Management Board
- 4 -
SMG Technology Acceleration SE
Corporate Governance Statement by the Management Board
for the year ended 31 December 2023
The Management Board of the Company reaffirm their responsibility to ensure the maintenance of
proper accounting records disclosing the financial position of the Company with reasonable accuracy at
any time and ensuring that an appropriate system of internal controls is in place to ensure that the
Company’s business operations are carried out efficiently and transparently.
In accordance with Article 3 of the law of 11 January 2008 on transparency requirements in relation to
information about issuers whose securities are admitted to trading on a regulated market, the Company
declares that, to the best of our knowledge, the audited annual accounts for the year ended
31 December 2023, prepared in accordance with Luxembourg legal and regulatory requirements, give
a true and fair view of the assets, liabilities, financial position as of that date and results for the year then
ended.
In addition, management’s report includes a fair review of the development and performance of the
Company’s operations during the year and of business risks, where appropriate, faced by the Company,
as well as other information required by Article 68 of the law of 19 December 2002 on the commercial
companies register and on the accounting records and financial statements od undertakings, as
amended.
Luxembourg, 03 June 2024
Dr. Stefan Petrikovics
George Aase
Chief Executive Officer
Chief Financial Officer
Member of the Management Board
Member of the Management Board
- 5 -
SMG Technology Acceleration SE
To the Shareholders
R.C.S. Luxembourg B279346
9, rue de Bitbourg
L - 1273 Luxembourg
REPORT OF THE REVISEUR D’ENTREPRISES AGREE
Report on the Audit of the Annual Accounts
Opinion
We have audited the annual accounts of SMG Technology Acceleration SE (the “Company”), which comprise
the balance sheet as at 31 December 2023, and the profit and loss account for the period from 7 August 2023
(date of registration) to 31 December 2023, and the notes to the annual accounts, including a summary of
significant accounting policies.
In our opinion, the accompanying annual accounts give a true and fair view of the financial position of the
Company as at 31 December 2023, and of the results of its operations for the period from 7 August 2023 (date
of registration) to 31 December 2023 in accordance with Luxembourg legal and regulatory requirements
relating to the preparation and presentation of the annual accounts.
Basis for Opinion
We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 on the
audit profession (“Law of 23 July 2016”) and with International Standards on Auditing (“ISAs”) as adopted for
Luxembourg by the “Commission de Surveillance du Secteur Financier” (“CSSF”). Our responsibilities under
the EU regulation No 537/2014, the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are
further described in the « Responsibilities of “réviseur d’entreprises agréé” for the Audit of the Annual Accounts
» section of our report. We are also independent of the Company in accordance with the International Code of
Ethics for Professional Accountants, including International Independence Standards, issued by the
International Ethics Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF
together with the ethical requirements that are relevant to our audit of the annual accounts, and have fulfilled
our other ethical responsibilities under those ethical requirements. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter
We draw your attention to notes 4, 6 and 13 to the annual accounts.
As of 31 December 2023, the Company has open receivables from related parties and its directors amounting
to EUR 3.018.554,53 net of valued adjustments of EUR 627.525,11.
Creditors due and payable within one year amount to EUR 3.337.329,94.
Due to the delay in completion of the intended business combination (agreement signed on 20 December
2023), the Company experienced a liquidity shortage, among others arising from significant costs already
incurred in connection with the Business Combination, and its listing.
On 28 May 2024, the Company received repayment of amounts owed by the following affiliated undertakings:
-
EUR 1.092.474,89 from SMG Holding S.à r.l.;
-
EUR 1.034.000,00 from SMG Hospitality SE; and
-
EUR 773.525,11 from SMG SPAC Investment S.à r.l.
The target company was made aware of the Company’s liquidity situation and as a result of this the terms of
the business combination agreement were amended accordingly.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of
the annual accounts of the current period. These matters were addressed in the context of the audit of the
annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
Based on the result of our audit procedures no Key Audit Matter was identified for the audit of the annual
accounts as of 31 December 2022.
Other information
The Management Board is responsible for the other information. The other information comprises the
information stated in the annual report including the management report and the Corporate Governance
Statement but does not include the annual accounts and our report of the “réviseur d’entreprises agréé”
thereon.
Our opinion on the annual accounts does not cover the other information and we do not express any form of
assurance conclusion thereon.
In connection with our audit of the annual accounts, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the annual accounts or our
knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report
this fact. We have nothing to report in this regard.
The management Board is responsible for presenting and marking up the annual accounts in compliance with
the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format as
amended (“the ESEF Regulation”).
Responsibilities of the Management Board and Those Charged with Governance for the Annual
Accounts
The Management Board is responsible for the preparation and fair presentation of the annual accounts in
accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of
the annual accounts, and for such internal control as the Management Board determines is necessary to
enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or
error.
The Management Board is also responsible for presenting the annual accounts in compliance with the
requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format, as
amended (“ESEF Regulation”).
In preparing the annual accounts, the Management Board is 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 Management Board either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting process.
Responsibilities of the “réviseur d’entreprises agréé” for the Audit of the Annual Accounts
The objectives of our audit are to obtain reasonable assurance about whether the annual accounts as a whole
are free from material misstatement, whether due to fraud or error, and to issue a report of the “réviseur
d’entreprises agréé” that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016
and with ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis
of these annual accounts.
As part of an audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs
as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement of the annual accounts, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Management Board.
-
Conclude on the appropriateness of Management Board use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our report of the
“réviseur d’entreprises agréé” to the related disclosures in the annual accounts or, if such disclosures
are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our report of the “réviseur d’entreprises agréé”. However, future events or conditions may
cause the Company to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and content of the annual accounts, including the
disclosures, and whether the annual accounts represent the underlying transactions and events in a
manner that achieves fair presentation.
-
Assess whether the financial statements have been prepared, in all material respects, in compliance
with the requirements laid down in the ESEF Regulation.
We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and communicate to them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, “related safeguards” or “actions
taken to eliminate threats or safeguards applied”.
From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the annual accounts of the current period and are therefore the key audit
matters. We describe these matters in our report unless law or regulation precludes public disclosure about the
matter.
Report on Other Legal and Regulatory Requirements
We have been appointed as “réviseur d’entreprises agréé” by the Shareholders upon resolutions on 27 July
2023 and the duration of our uninterrupted engagement, including previous renewals and reappointments, is 1
year.
The management report is consistent with the annual accounts and has been prepared in accordance with
applicable legal requirements.
The accompanying Corporate Governance Statement is presented on page 5. The information required by
Article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the commercial and companies
register and on the accounting records and annual accounts of undertakings, as amended, is consistent with
the annual accounts and has been prepared in accordance with applicable legal requirements.
We have checked the compliance of the annual accounts of the Company as of 31 December 2023 with
relevant statutory requirements set out in the ESEF Regulation that are applicable to the annual accounts.
For the Company, it relates to annual accounts prepared in valid xHTML format.
In our opinion, the annual accounts of the Company as of 31 December 2023, have been prepared, in all
material respects, in compliance with the requirements laid down in the ESEF Regulation.
We confirm that the audit opinion is consistent with the additional report to the audit committee or equivalent.
We confirm that no prohibited non-audit services referred to in the EU Regulation No 537/2014 were provided
and that we remained independent of the Company in conducting the audit.
Luxembourg, 03 June 2024
For Forvis Mazars, Cabinet de révision agréé
5, rue Guillaume J. Kroll
L-1882 LUXEMBOURG
Fabien Delante
Réviseur d’entreprises agréé
BEULSGP20240411T16562101_002
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RCSL Nr. : B279346
Matricule : 2023 8400 016
Annual Accounts Helpdesk :
eCDF entry date :
Tel.
: (+352) 247 88 494
Email : centralebilans@statec.etat.lu
BALANCE SHEET
Financial year from
to
07/08/2023
31/12/2023
EUR
(in
)
03
01
02
SMG Technology Acceleration SE
9, rue de Bitbourg
L-1273 Luxembourg
ASSETS
Reference(s)
Current year
Previous year
A. Subscribed capital unpaid
1101
101
102
I. Subscribed capital not called
1103
103
104
II. Subscribed capital called but
unpaid
1105
105
106
B. Formation expenses
1107
107
108
C. Fixed assets
22.000.726,55
1109
109
110
I. Intangible assets
1111
111
112
1. Costs of development
1113
113
114
2. Concessions, patents, licences,
trade marks and similar rights
and assets, if they were
1115
115
116
a) acquired for valuable
consideration and need not be
shown under C.I.3
1117
117
118
b) created by the undertaking
itself
1119
119
120
3. Goodwill, to the extent that it
was acquired for valuable
consideration
1121
121
122
4. Payments on account and
intangible assets under
development
1123
123
124
II. Tangible assets
1125
125
126
1. Land and buildings
1127
127
128
2. Plant and machinery
1129
129
130
The notes in the annex form an integral part of the annual accounts
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Reference(s)
Current year
Previous year
3. Other fixtures and fittings, tools
and equipment
1131
131
132
4. Payments on account and
tangible assets in the course
of construction
1133
133
134
III. Financial assets
3
22.000.726,55
1135
135
136
1. Shares in affiliated undertakings
22.000.726,55
1137
137
138
2. Loans to affiliated undertakings
1139
139
140
3. Participating interests
1141
141
142
4. Loans to undertakings with
which the undertaking is linked
by virtue of participating
interests
1143
143
144
5. Investments held as fixed
assets
1145
145
146
6. Other loans
1147
147
148
D. Current assets
3.021.470,22
1151
151
152
I. Stocks
1153
153
154
1. Raw materials and consumables
1155
155
156
2. Work in progress
1157
157
158
3. Finished goods and goods
for resale
1159
159
160
4. Payments on account
1161
161
162
II. Debtors
4
3.018.554,53
1163
163
164
1. Trade debtors
1165
165
166
a) becoming due and payable
within one year
1167
167
168
b) becoming due and payable
after more than one year
1169
169
170
2. Amounts owed by affiliated
undertakings
2.900.806,67
1171
171
172
a) becoming due and payable
within one year
2.900.806,67
1173
173
174
b) becoming due and payable
after more than one year
1175
175
176
3. Amounts owed by undertakings
with which the undertaking is
linked by virtue of participating
interests
1177
177
178
a) becoming due and payable
within one year
1179
179
180
b) becoming due and payable
after more than one year
1181
181
182
4. Other debtors
117.747,86
1183
183
184
a) becoming due and payable
within one year
117.747,86
1185
185
186
b) becoming due and payable
after more than one year
1187
187
188
The notes in the annex form an integral part of the annual accounts
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Reference(s)
Current year
Previous year
III. Investments
1189
189
190
1. Shares in affiliated undertakings
1191
191
192
2. Own shares
1209
209
210
3. Other investments
1195
195
196
IV. Cash at bank and in hand
2.915,69
1197
197
198
E. Prepayments
1199
199
200
TOTAL (ASSETS)
25.022.196,77
0,00
201
202
The notes in the annex form an integral part of the annual accounts
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CAPITAL, RESERVES AND LIABILITIES
Reference(s)
Current year
Previous year
A. Capital and reserves
5
21.684.866,83
1301
301
302
I. Subscribed capital
240.560,00
1303
303
304
II. Share premium account
22.618.440,00
1305
305
306
III. Revaluation reserve
1307
307
308
IV. Reserves
3.011.000,00
1309
309
310
1. Legal reserve
1311
311
312
2. Reserve for own shares
1313
313
314
3. Reserves provided for by the
articles of association
1315
315
316
4. Other reserves, including the
fair value reserve
3.011.000,00
1429
429
430
a) other available reserves
1431
431
432
3.011.000,00
b) other non available reserves
1433
433
434
V. Profit or loss brought forward
1319
319
320
VI. Profit or loss for the financial year
-4.185.133,17
1321
321
322
VII. Interim dividends
1323
323
324
VIII. Capital investment subsidies
1325
325
326
B. Provisions
1331
331
332
1. Provisions for pensions and
similar obligations
1333
333
334
2. Provisions for taxation
1335
335
336
3. Other provisions
1337
337
338
C. Creditors
6
3.337.329,94
1435
435
436
1. Debenture loans
1437
437
438
a) Convertible loans
1439
439
440
i) becoming due and payable
within one year
1441
441
442
ii) becoming due and payable
after more than one year
1443
443
444
b) Non convertible loans
1445
445
446
i) becoming due and payable
within one year
1447
447
448
ii) becoming due and payable
after more than one year
1449
449
450
2. Amounts owed to credit
institutions
1355
355
356
a) becoming due and payable
within one year
1357
357
358
b) becoming due and payable
after more than one year
1359
359
360
The notes in the annex form an integral part of the annual accounts
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Reference(s)
Current year
Previous year
3. Payments received on account
of orders in so far as they are
not shown separately as
deductions from stocks
1361
361
362
a) becoming due and payable
within one year
1363
363
364
b) becoming due and payable
after more than one year
1365
365
366
4. Trade creditors
3.188.276,24
1367
367
368
a) becoming due and payable
within one year
3.188.276,24
1369
369
370
b) becoming due and payable
after more than one year
1371
371
372
5. Bills of exchange payable
1373
373
374
a) becoming due and payable
within one year
1375
375
376
b) becoming due and payable
after more than one year
1377
377
378
6. Amounts owed to affiliated
undertakings
91.450,00
1379
379
380
a) becoming due and payable
within one year
91.450,00
1381
381
382
b) becoming due and payable
after more than one year
1383
383
384
7. Amounts owed to undertakings
with which the undertaking is
linked by virtue of participating
interests
1385
385
386
a) becoming due and payable
within one year
1387
387
388
b) becoming due and payable
after more than one year
1389
389
390
8. Other creditors
57.603,70
1451
451
452
a) Tax authorities
36.750,00
1393
393
394
b) Social security authorities
1395
395
396
c) Other creditors
20.853,70
1397
397
398
i) becoming due and
payable within one year
20.853,70
1399
399
400
ii) becoming due and
payable after more than
one year
1401
401
402
D. Deferred income
1403
403
404
TOTAL (CAPITAL, RESERVES AND LIABILITIES)
25.022.196,77
0,00
405
406
The notes in the annex form an integral part of the annual accounts
BEULSGP20240411T16562101_003
Page 1/2
RCSL Nr. : B279346
Matricule : 2023 8400 016
Annual Accounts Helpdesk :
eCDF entry date :
Tel.
: (+352) 247 88 494
Email : centralebilans@statec.etat.lu
PROFIT AND LOSS ACCOUNT
Financial year from
to
07/08/2023
31/12/2023
EUR
(in
)
03
01
02
SMG Technology Acceleration SE
9, rue de Bitbourg
L-1273 Luxembourg
Reference(s)
Current year
Previous year
1. Net turnover
1701
701
702
2. Variation in stocks of finished
goods and in work in progress
1703
703
704
3. Work performed by the undertaking
for its own purposes and capitalised
1705
705
706
4. Other operating income
97.747,86
1713
713
714
5. Raw materials and consumables and
other external expenses
-3.187.392,47
1671
671
672
a) Raw materials and consumables
1601
601
602
b) Other external expenses
7
-3.187.392,47
1603
603
604
6. Staff costs
1605
605
606
a) Wages and salaries
1607
607
608
b) Social security costs
1609
609
610
i) relating to pensions
1653
653
654
ii) other social security costs
1655
655
656
c) Other staff costs
1613
613
614
7. Value adjustments
4
-657.525,11
1657
657
658
a) in respect of formation expenses
and of tangible and intangible
fixed assets
1659
659
660
b) in respect of current assets
-657.525,11
1661
661
662
8. Other operating expenses
8
-409.190,00
1621
621
622
The notes in the annex form an integral part of the annual accounts
BEULSGP20240411T16562101_003
Page 2/2
RCSL Nr. : B279346
Matricule : 2023 8400 016
Reference(s)
Current year
Previous year
9. Income from participating interests
1715
715
716
a) derived from affiliated undertakings
1717
717
718
b) other income from participating
interests
1719
719
720
10. Income from other investments and
loans forming part of the fixed assets
1721
721
722
a) derived from affiliated undertakings
1723
723
724
b) other income not included under a)
1725
725
726
11. Other interest receivable and similar
income
1727
727
728
a) derived from affiliated undertakings
1729
729
730
b) other interest and similar income
1731
731
732
12. Share of profit or loss of
undertakings accounted for under
the equity method
1663
663
664
13. Value adjustments in respect of
financial assets and of investments
held as current assets
3
-28.773,45
1665
665
666
14. Interest payable and similar expenses
1627
627
628
a) concerning affiliated undertakings
1629
629
630
b) other interest and similar expenses
1631
631
632
15. Tax on profit or loss
1635
635
636
16. Profit or loss after taxation
-4.185.133,17
1667
667
668
17. Other taxes not shown under items
1 to 16
1637
637
638
18. Profit or loss for the financial year
-4.185.133,17
1669
669
670
The notes in the annex form an integral part of the annual accounts
SMG Technology Acceleration SE
Notes to the annual accounts for the period ended 31 December 2023
(Expressed in EUR)
1. GENERAL
SMG Technology Acceleration SE (the “Company” or “Parent”) was incorporated on 27 July 2023 (date
of incorporation per the deed of incorporation in front of the notary) in Luxembourg as a European
company (“Société Européenne” or “SE”) based on the laws of the Grand Duchy of Luxembourg
(“Luxembourg”). The Company is registered with the Luxembourg Trade and Companies Register
(Registre de Commerce et des Sociétés, in abbreviated “RCS”) under the number B279346 since 7
August 2023. The Company is a listed entity with its class A shares traded in the regulated market of
Frankfurt Stock Exchange under the symbol “7GG” since 27 October 2023. The Class A Warrants are
not admitted to trading or listed on the Frankfurt Stock Exchange. The Company also has 21.900.000
class B shares and 20.000.000 class B warrants issued and outstanding as at 31 December 2023 that
are not listed on a stock exchange.
The share capital of the Company on 7 August 2023 was set to EUR 120.000, represented by
12.000.000 class B shares without nominal value. The share capital has been fully paid up.
The founder and sponsor of the Company is SMG Technology Holding S.à r.l. (the “Sponsor”), a wholly-
owned subsidiary of SMG Holding S.à r.l. (the “Ultimate shareholder”). As at 31 December 2023, the
Sponsor owns 100% of the class B shares in the Company.
The registered office of the Company is located at 9, rue de Bitbourg, L-1273 Luxembourg.
The Company’s governing bodies are the Management Board, the Supervisory Board and the
shareholders’ meeting. The Company is managed by its Management Board under the supervision and
control of the Supervisory Board. This two-tier governance structure was resolved by an extraordinary
shareholders’ meeting of the Company held on 25 September 2023. The Management Board is
composed of Dr. Stefan Petrikovics (Chief Executive Officer), René Geppert (Chief Operating Officer),
George Aase (Chief Financial Officer) and Werner Weynand (Chief Administration Officer). The
Supervisory Board members appointed consists of Ewald Weizenbauer (Chairman), Rhett Oudkerk
Pool, Benoît de Belder and Dr. Geza Toth-Feher Lord of Kennal (the “Supervisory Board”).
The Company has been established for the purpose of acquiring one operating business with principal
business operations in a member state of the European Economic Area (the “EEA Member States”), the
United Kingdom or Switzerland that is based in the technology sector, which shall encompass primarily
the following verticals: additive manufacturing/3D printing, software as a service (SaaS), and digital
infrastructure/blockchain-based technologies, through a merger, capital stock exchange, share
purchase, asset acquisition, reorganization, or similar transaction and forming a business combination
with such operating business (the “Business Combination”).
The Company will not conduct operations or generate operating revenue unless and until the Company
consummates the Business Combination. The Company will have 12 months from the date of the
admission to trading (the “Business Combination Deadline”) to consummate a Business Combination.
Otherwise, the Company will be liquidated and distribute substantially all of its assets to its shareholders
(other than the Sponsor).
Pursuant to article 2 of the current articles of association, the Company’s purpose is the creation,
holding, development and realization of a portfolio, consisting of interest and rights of any kind and of
any other form of investment in entities in the Grand Duchy of Luxembourg and in foreign entities,
whether such entities exist or are to be created, especially by way of subscription, by purchase, sale, or
exchange of securities or rights of any kind whatsoever, such as equity instruments, debt instruments
as well as the administration and control of such portfolio.
The Company may further grant any form of security for the performance of any obligations of the
Company or of any entity in which it holds a direct or indirect interest or right of any kind or in which the
Company has invested in any other manner or which forms part of the same group of entities as the
Company and lend funds or otherwise assist any entity in which it holds a direct or indirect interest or
- 18 -
SMG Technology Acceleration SE
Notes to the annual accounts for the period ended 31 December 2023
(Expressed in EUR)
right of any kind or in which the Company has invested in any other manner or which forms part of the
same group of companies as the Company.
The Company may borrow in any form and may issue any kind of notes, bonds and debentures and
generally issue any debt, equity and/or hybrid securities in accordance with Luxembourg law.
The Company may carry out any commercial, industrial, financial, real estate or intellectual property
activities which it may deem useful in accomplishment of these purposes.
Unlike other forms of companies, a Societe Europeenne only exists from the date of publication of its
statutes with the RCS. Accordingly, the comparative period on these annual accounts was prepared in
accordance with Luxembourg legal and regulatory requirements from 07 August 2023 (date of
registration of the Company with the RCS) to 31 December 2023. Any act performed and any transaction
carried out by the Company between the date of incorporation and the date of registration is considered
to emanate from the Company and is therefore included in the annual accounts. The Company's
financial year runs from 1 January to 31 December.
The Company also prepares consolidated financial statements under International Financial Reporting
Standards as adopted by the European Union. The consolidated financial statements are published in
accordance with the European Single Format regulation on the Company’s website (http://www.smg-
spac.com).
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2.1. Basis of preparation
These annual accounts have been prepared in accordance with the Luxembourg legal and regulatory
requirements under the historical cost convention and under the going concern assumption.
The accounting and valuation methods are determined and implemented by the Management Board,
apart from the regulations of the law of 19 December 2002.
The preparation of these annual accounts requires the use of certain critical accounting estimates.
It also requires the Management Board to exercise significant judgment in the process of applying the
accounting policies. Changes in assumptions may have a significant impact on the annual accounts in
the period in which the assumptions changed. The Management Board believes that the underlying
assumptions are appropriate and that the annual accounts therefore present fairly the financial position
and results.
The Company makes estimates and assumptions that affect the reported amounts of assets and
liabilities in the next financial year. Estimates and judgments are continually evaluated and are based
on historical experience and other factors, including expectations of future events that are believed to
be reasonable under the circumstances.
2.2. Significant accounting policies
The following are the significant accounting policies and valuation rules adopted by the Company in the
preparation of these annual accounts.
2.2.1. Foreign currency translation
The Company maintains its books and records in Euro (“EUR”). The balance sheet and the profit and
loss account are expressed in EUR.
- 19 -
SMG Technology Acceleration SE
Notes to the annual accounts for the period ended 31 December 2023
(Expressed in EUR)
Translation of foreign currency transactions
Foreign currency transactions are translated into EUR using the exchange rates prevailing at the dates
of the transactions.
Translation of foreign currency balances as at the balance sheet date
• Financial assets denominated in currencies other than EUR are translated at the historical exchange
rates;
• Other assets denominated in currencies other than EUR are translated at the lower between the
exchange rate prevailing at the balance sheet date and historical exchange rate;
• Creditors denominated in currencies other than EUR are translated at the higher between the
exchange rate prevailing at the balance sheet date and historical exchange rate; and
• Cash at bank and in hand denominated in currencies other than EUR are translated at the exchange
rates prevailing at the balance sheet date.
As a result, realized exchange gains and losses and unrealized exchange losses are recorded in the
profit and loss account. Unrealized exchange gains are not recognized unless they arise from cash at
bank and in hand.
2.2.2. Formation expenses
Formation expenses include costs and expenses incurred in connection with the incorporation of the
Company and subsequent capital increases. Formation expenses are charged to the profit and loss
account of the year in which they were incurred.
2.2.3. Financial assets
Shares in affiliated undertakings are valued at acquisition cost including the expenses incidental thereto.
In case of durable decline in value according to the opinion of the Management Board, value
adjustments are made in respect of financial assets so that these are valued at the lower figure to be
attributed at the balance sheet date. These value adjustments are not continued if the reasons for which
the value adjustments were made ceased to apply.
2.2.4. Cash at bank and in hand
Cash at bank and in hand comprise cash at banks and on hand and short-term highly liquid deposits
with a maturity of three months or less, that are readily convertible to a known amount of cash and
subject to an insignificant risk of changes in value.
2.2.5. Debtors
Debtors are recorded at their nominal value. These are subject to value adjustments where their
recovery is compromised. These value adjustments are not continued if the reasons for which the value
adjustments were made have ceased to apply.
2.2.6. Investments
Investments consist of own shares purchased by the Company. Own shares are presented as assets
and are initially measured at acquisition cost. Cost is determined using the weighted average method.
Own shares are subsequently remeasured at the lower of cost or market value. They are subject to
value adjustments where their recovery is compromised. These value adjustments are reversed when
the reasons for which the value adjustments were made have ceased to apply.
- 20 -
SMG Technology Acceleration SE
Notes to the annual accounts for the period ended 31 December 2023
(Expressed in EUR)
In accordance with Luxembourg law, a non-distributable reserve for own shares is created under capital
and reserves section and an amount from the share premium is allocated to the reserve for own shares
to equal to the value of the own shares.
2.2.7. Prepayment
Prepayments include expenditure items incurred during the financial year but relating to a subsequent
financial year.
2.2.8. Provisions
Provisions are intended to cover losses or debts which originate in the financial year under review or in
the previous financial year, the nature of which is clearly defined and which, at the date of the balance
sheet, are either likely to be incurred or certain to be incurred but uncertain as to their amount or the
date they will arise.
Provisions for taxation
Provisions for taxation corresponding to the tax liability estimated by the Company for the financial years
for which the tax return has not yet been filed are recorded under the caption “Creditors becoming due
and payable within one year”. The advance payments are shown in the assets of the balance sheet
under the “Debtors becoming due and payable within one year” item.
2.2.9. Creditors
Creditors are recorded at their reimbursement value. Where the amount repayable of a financial liability
is higher than the amount of cash received upfront, the related repayment premium is shown in the
balance sheet as an asset and is amortized over the period of the related debt on a straight-line method.
2.2.10. Expenses
Expenses are accounted for on an accrual basis.
2.2.11. Income tax
The Company is subject to income taxes in Luxembourg.
2.2.12. Warrants
The Company has issued class A warrants and class B warrants, which under Luxembourg legal and
regulatory requirements relating to the preparation and presentation of the financial statements are
recorded as equity. When such warrants are expected to be equity settled, the Company does not book
any provision to cover any surplus of the fair value of those warrants compared to the amounts booked
in Other non-available reserves, as the Company will not suffer any loss in relation to those warrants in
the future.
- 21 -
SMG Technology Acceleration SE
Notes to the annual accounts for the period ended 31 December 2023
(Expressed in EUR)
3. FINANCIAL ASSETS
Movements in financial assets during the year are as follows:
Shares in affiliated
undertakings
EUR
2023
-
Gross book value – opening balance
22.029.500,00
Additions for the year
Repayments for the year
-
Gross book value – closing balance
22.029.500,00
-
Accumulated value adjustment – opening balance
Allocation of value adjustments for the year
-28.773,45
-
Reversals of value adjustments for the year
-28.773,45
Accumulated value adjustment – closing balance
-
Net book value – opening balance
22.000.726,55
Net book value – closing balance
On 07 August 2023, the Company incorporated SMG Technology Advisors Verwaltungs GmbH for an
amount of EUR 27.500,00 and SMG Technology Advisors GmbH & Co. KG for EUR 2.000,00.
On 31 October 2023, the Company contributed proceeds from the class A shares subscription (Note 6)
totaling to EUR 22.000.000,00 into SMG Technology Advisors GmbH & Co. KG. These funds are held
in an escrow account by SMG Technology Advisors GmbH & Co. KG. During the year, EUR 41.000,00
was repaid to the Company relating to the Additional Sponsor Subscription. Following repayments
represent the liability towards SMG Technology Advisors GmbH & Co. KG. The Additional Sponsor
Subscription refers to the funds used to cover the negative interest on the escrow account, and any
amounts in excess are returned to the Company.
As at 31 December 2023, the Management Board recognized an impairment on the Company’s
investments in SMG Technology Advisors Verwaltungs GmbH amounting to EUR 1.447,32, and SMG
Technology Advisors GmbH & Co. KG amounting to EUR 27.326,13.
Shares in affiliated undertakings as at 31 December 2023 consist of the following:
Net equity
(Loss) / Profit
Name of
Ownership %/
Cost of
Last balance
as at
as at
undertakings Registered office Contribution
acquisition
sheet date
31/12/2023*
31/12/2023*
EUR
EUR
EUR
SMG Technology
Alte Mainzer Gasse
Advisors
55, D-60311
Verwaltungs
100%
27.500,00
31/12/2023
26.052,68
-1.052,68
Frankfurt a. Main,
GmbH
Germany
Alte Mainzer Gasse
SMG Technology
55, D-60311
Advisors GmbH &
100%
2.000,00
31/12/2023
21.974.673,87
25.326,13
Frankfurt a. Main,
Co. KG
Germany
*Unaudited
- 18 -
SMG Technology Acceleration SE
Notes to the annual accounts for the period ended 31 December 2023
(Expressed in EUR)
4. DEBTORS
Debtors are composed of the following which are due and payable within one year:
31/12/2023
EUR
Amounts due from affiliated undertakings
3.656.079,64
Value adjustments
-657.525,11
Other debtors
20.000,00
Total
3.018.554,53
Amounts due from affiliated undertakings
Amounts due from affiliated undertakings as at 31 December 2023 mainly consist of:
•
EUR 1.750.000,00, loan granted to SMG Holding S.à r.l.;
•
EUR 1.034.000,00 short-term interest-free receivable from SMG Hospitality SE;
•
EUR 773.525,11 short-term interest-free receivable from SMG SPAC Investment S.à r.l.; and
•
EUR 97.747,86 accrued cost recharge receivable from SMG Technology Advisors GmbH & Co.
KG.
As of 31 December 2023, the Company recorded an impairment on the receivables due from SMG
Holding S.à r.l. in the amount of EUR 657.525,11, due to doubts surrounding the recoverability of these
receivables. Please also refer to note 13 on subsequent payment of amounts owed by affiliated
undertakings.
Other debtors
Other debtors as at 31 December 2023, comprise of EUR 20.000,00 advance made to a Director.
- 18 -
SMG Technology Acceleration SE
Notes to the annual accounts for the period ended 31 December 2023
(Expressed in EUR)
5. CAPITAL AND RESERVES
Movements during the year are as follows:
Profit or loss
Other
for the period
Subscribed Shares premium
non-available
ended 31
capital
account
reserves December 2023
Total
EUR
EUR
EUR
EUR
EUR
Issuance of 21.900.000 class B shares
120.000,00
-
-
-
120.000,00
Issuance of 22.000.000 class A shares and
120.560,00
21.868.440,00
11.000,00
-
22.000.000,00
11.000.000 class A warrants
Issuance of 20.000.000 class B warrants
-
-
3.000.000,00
-
3.000.000,00
Equity contribution in cash without issuance of
-
750.000,00
-
-
750.000,00
shares
Results for the financial period
-
-
-
-4.185.133,17
-4.185.133,17
Closing balance at 31/12/2023
240.560,00
22.618.440,00
3.011.000,00
-4.185.133,17 21.684.866,83
- 19 -
SMG Technology Acceleration SE
Notes to the annual accounts for the period ended 31 December 2023
(Expressed in EUR)
Share capital – Class B shares
As at 31 December 2023, the subscribed share capital amounts to EUR 120.000 consisting of
21.900.000 class B shares without nominal value.
Upon and following the completion of the Business Combination, the class B shares existing at that point
in time shall convert into class A shares in accordance with the conversion schedule (the “Promote
Schedule” in the “Glossary” of the Prospectus).
The class B shares will only have nominal economic rights (i.e., reimbursement of their par value, at
best, in case of liquidation). The class B shares were not part of the Private Placement and are not listed
on a stock exchange.
Share capital – Class A shares
On 26 October 2023, the Company issued 22.000.000 redeemable class A shares with a par value of
approximately EUR 0,00548 per share, together with class A warrants (together, a “Unit”) for an
aggregate price of EUR 1 per Unit, the nominal subscription price per class A warrant being
EUR 0,001. The total proceeds amounted to EUR 22.000.000,00 of which EUR 120.560,00 were
allocated to class A shares and EUR 21.868.440,00 to the share premium account.
Class A Shareholders may request redemption of all or a portion of their Class A shares in connection
with the Business Combination, subject to the conditions and procedures set forth in the Articles of
Association of the Company. Each Class A share that is redeemed shall be redeemed in cash for a price
equal to the aggregate amount on deposit in the escrow account related to the proceeds from the private
placement of the Class A shares and class A warrants, divided by the number of the then outstanding
Class A Shares, subject to (i) the availability of sufficient amounts on the escrow account and (ii)
sufficient distributable profits and reserves of the Company.
In the event that no Business Combination would be completed before the Business Combination
Deadline, the Class A shares would also be repaid to the shareholders before the Company is put into
liquidation.
Share premium
On 25 October 2023, the sponsor made an additional equity contribution in cash without issuance of
new shares in the amount of EUR 750.000,00.
For the period ended 31 December 2023, EUR 21.868.440,00 have been allocated to the share premium
account as described in “Share capital – Class A shares”.
Authorised capital
The authorized capital, excluding the issued share capital, of the Company is set at EUR 10.839.440,00
consisting of 1.978.000.000 shares without nominal value.
Legal reserves
In accordance with Luxembourg law, the Company is required to allocate a minimum of 5% of its net
profits for each financial year to a legal reserve. This requirement ceases to be necessary once the
balance on the legal reserve reaches 10% of the subscribed capital. The legal reserve is not available
for distribution to the shareholders.
- 20 -
SMG Technology Acceleration SE
Notes to the annual accounts for the period ended 31 December 2023
(Expressed in EUR)
Other non-available reserves
Other non-available reserves refer to the class A and B warrants.
-
Class A warrants:
On 27 October 2023, the Company issued 11.000.000 class A warrants (the “Class A warrants”)
together with the 22.000.000 Class A shares, the nominal subscription price per Class A warrant being
EUR 0.00548. Hence, the total proceeds in relation to the issue of the warrants amount to EUR
11.000,00. Class A warrants has International Securities Identification Number (“ISIN”) LU2699152422.
Each Class A warrant entitles its holder to subscribe for one Class A share, with a stated exercise price
of EUR 1,150, subject to customary anti-dilution adjustments. Holders of Class A warrants can exercise
the warrants on a cashless basis unless the Company elects to require exercise against payment in
cash of the exercise price.
As at 31 December 2023, the carrying value of the other non-available reserves related to class A
warrants is EUR 11.000,00. The class A warrants are not listed on the open market of the Frankfurt
Stock Exchange.
As at 31 December 2023, the unrecognised fair value of Class A warrants was estimated to be EUR
953.700,00 (EUR 0,0867 per warrant) using a combination of Monte Carlo and Binomial Tree valuation
model.
The significant inputs to the valuation model include the contractual terms of the warrants (i.e. exercise
price, maturity), risk-free rates of German government bonds, volatility of the Company’s potential target
peers and volatility of the warrants by reference to traded warrants issued by similar listed special
purpose acquisition companies.
Class A Warrant and each whole Class A Warrant entitles the holder to subscribe for one Public Share.
The Class A Warrants will become exercisable 30 days after the consummation of the Business
Combination. The Class A Warrants expire five years from the consummation of the Business
Combination, or earlier upon redemption or liquidation.
-
Class B warrants:
The Sponsor has subscribed for an aggregate of 20.000.000 Sponsor Warrants for a purchase price of
EUR 0,15 per warrant or EUR 3.000.000 in total for the sponsor capital at-risk (the “Sponsor Capital At-
Risk”).
The Sponsor and the Company agreed to set off the amount due under a loan agreement in the amount
of EUR 216.646,63, at the time of the incorporation of the Company in order to finance the Company’s
working capital requirements until the Private Placement, as amended (the “Shareholder Loan”) against
part of the aggregate subscription price payable by the Sponsor for these Sponsor Warrants. The
Shareholder Loan was repaid during the period ended 31 December 2023.
The Sponsor Capital At-Risk will, next to the additional purchase price for the Sponsor Shares, be used
to finance the Company’s ongoing working capital requirements (including due diligence costs in
connection with the Business Combination), Private Placement and Listing expenses, except for the
Deferred Listing Commissions, that will, if and when due and payable, be paid from the Escrow Account.
The Sponsor Warrants will not be transferable, assignable or saleable (except to Permitted Transferees)
until the consummation of the Business Combination. From the consummation of the Business
Combination, Public Shares held by the Sponsor due to the exercise of Sponsor Warrants and due to
the conversion of Sponsor Shares into Public Shares will be subject to the Sponsor Lock-Up.
- 21 -
SMG Technology Acceleration SE
Notes to the annual accounts for the period ended 31 December 2023
(Expressed in EUR)
Each Class B warrant entitles its holder to subscribe for one Class A share, with a stated exercise price
of EUR 11,50.
As at 31 December 2023, the carrying value of the other non-available reserves related to Class B
warrants is EUR 3.000.000,00.
As at 31 December 2023, the fair value of class B warrants was determined to be EUR 0,3136 per
warrant using a combination of Monte Carlo and Binomial Tree valuation model (level 3). Class B
warrants issued as Sponsor Capital At-Risk are valued at EUR 6.272.000.
The significant inputs to the valuation model include the contractual terms of the warrants (i.e. exercise
price, maturity), risk-free rates of German government bonds, volatility of the Company’s potential target
peers and volatility of the warrants by reference to traded warrants issued by similar listed special
purpose acquisition companies.
Class B warrants are identical to the Class A warrants underlying the Units sold in the private placement,
except that the Class B warrants are not redeemable and may always be exercised on a cashless basis
while held by the sponsor or their Permitted Transferees (defined in the prospectus). Class B warrants
are not part of the private placement and are not listed on a stock exchange.
6. CREDITORS
Creditors are composed of the following which are due and payable within one year:
31/12/2023
EUR
Trade creditors
1.929.690,61
1.258.585,63
Accrued expenses
91.450,00
Amounts owed to affiliated undertakings
Other creditors
57.603,70
Total
3.337.329,94
Trade creditors and accruals
Trade creditors and accruals are related to outstanding amounts due as at balance sheet date on legal
and other professional fees received by the Company.
Out of the total trade creditors, the Company has EUR 1.079.169,75 of unpaid overdue payables as at
31 December 2023, which break down as follows:
•
Overdue since more than 3 months (and less than 6 months) amounts to EUR 142.559,32;
•
Overdue since more than 1 month (and less than 3 months) amounts to EUR 936.610,43.
As of the date of approval of the financial statements these balances remain unpaid. The EUR 2.900.000
repayments received from affiliated undertakings post balance sheet date (see Note 13) will however
allow the Company to settle these outstanding balances.
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SMG Technology Acceleration SE
Notes to the annual accounts for the period ended 31 December 2023
(Expressed in EUR)
Amounts owed to affiliated undertakings
As at 31 December 2023, amounts owed to affiliated undertakings due within one year in the amount of
EUR 91.450,00 pertain to short-term advances and payments made by related entities on behalf of the
Company.
Other creditors
As at 31 December 2023, other creditors were represented by directors’ fees payable for an amount of
EUR 20.853,70 and withholding tax payable for an amount EUR 36.750,00.
7. OTHER EXTERNAL EXPENSES
Other external expenses are composed of:
From 07/08/2023
to 31/12/2023
EUR
Other professional fees
-1.250.986,77
Legal fees
-739.160,26
Audit fees
-559.413,81
Listing fee
-400.000,00
Accounting and corporate fees
-208.366,33
Notary fees
-15.959,50
Travel and entertainment expenses
-12.678,70
Bank fees
-791,40
Other expenses
-35,70
Total
-3.187.392,47
The total audit fees paid breaks down as follows:
From 07/08/2023
to 31/12/2023
EUR
Statutory audit of the annual accounts
128.319,76
Audit-related fees
431.094,05
Total
559.413,81
8. OTHER OPERATING EXPENSES
Other operating expenses are composed of:
From 07/08/2023
to 31/12/2023
EUR
Directors fees
-378.750,00
CSSF fees
-30.440,00
Total
-409.190,00
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SMG Technology Acceleration SE
Notes to the annual accounts for the period ended 31 December 2023
(Expressed in EUR)
9. STAFF
The Company did not employ any staff during the period ended 31 December 2023.
10. EMOLUMENTS GRANTED TO THE MEMBERS OF THE MANAGEMENT AND SUPERVISORY
BODIES AND COMMITMENTS IN RESPECT OF RETIREMENT PENSIONS FOR FORMER
MEMBERS OF THOSE BODIES
The Company did not grant any emoluments to and has no commitments in respect of retirement
pensions towards members of its Management Board and Supervisory Board during the period ended
31 December 2023.
Directors fee accrued during the period amounted to EUR 378.750,00 (See Note 8).
11. ADVANCES AND LOANS GRANTED TO THE MEMBERS OF THE MANAGEMENT AND
SUPERVISORY BODIES
The Company did not grant any advances or loans to members of its Management Board and
Supervisory Board during the period ended 31 December 2023 other than what is disclosed in Note 4.
12. OFF-BALANCE SHEET COMMITMENTS
In accordance with the Prospectus, the Company will be liable to pay the below amounts which are
contingent to certain events as follows:
•
A success fee of 2.5% of the gross proceeds from the Private Placement (which excludes
Sponsor generated amounts) on the date of the consummation of the Business Combination;
•
A business combination completion fee of 0.5% of the gross proceeds from the Private
Placement less any cancellations of subscriptions, split between the joint bookrunners; and
•
The success fee and business combination completion fee will be paid from the escrow
account.
The Group has no other commitments and contingencies as at 31 December 2023.
13. SUBSEQUENT EVENTS
Due to the delay in completion of the intended business combination signed on 20 December 2023, the
Company experienced a liquidity shortage, among others from significant costs already incurred in
connection with the Business Combination and its IPO. Consequently on 27 May 2024, the Sponsor
sold 13.362.000 Class B shares of the Company to a third party, i.e. De Krassny GmbH, for an amount
of EUR 2.900.000. The cash proceed was advanced by the Sponsor to certain affiliated undertakings
which in turn repaid their amounts owed to the Company.
On 28 May 2024, the Company received repayment of amounts owed by these affiliated undertakings:
-
EUR 1.092.474,89 from SMG Holding S.à r.l.;
-
EUR 1.034.000,00 from SMG Hospitality SE; and
-
EUR 773.525,11 from SMG SPAC Investment S.à r.l.
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SMG Technology Acceleration SE
Notes to the annual accounts for the period ended 31 December 2023
(Expressed in EUR)
BigRep, the target company, was made aware of the Company’s liquidity situation and as a result of this
the terms of the business combination agreement were amended accordingly in an agreement on 27
May 2024 and amendment to the business combination agreement that was signed on 28 May 2024.
There are no other events or conditions after the reporting year requiring disclosure in or adjustment to
these annual accounts.
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