BigRep SE  

(Formerly SMG Technology Acceleration SE)  

Société européenne  

FINANCIAL STATEMENTS  

FOR THE FINANCIAL YEAR ENDED  

31 DECEMBER 2024  

AND REPORT OF THE  

REVISEUR D’ENTREPRISES AGREE  

Registered office: 9, rue de Bitbourg  

L - 1273 Luxembourg  

R.C.S. Luxembourg: B279346  

Table of contents  

Page(s)  

Management report  

1-5  

Corporate governance statement  

6

Report of the Réviseur d’Entreprise Agréé  

7-11  

Balance sheet  

12-16  

Profit and loss account  

17-18  

Notes to the annual accounts for the year ended 31 December 2024  

19-35  

BigRep SE  

Management Report  

for the year ended 31 December 2024  

The Management Board (the “Board”) of BigRep SE (hereafter the “Company”) submits its  

management report with the annual accounts of the Company for the year ended 31 December 2024.  

1. Overview  

The Company was incorporated in Luxembourg on 27 July 2023 as a special purpose acquisition  

company (otherwise known as a blank cheque company) and registered with the Luxembourg Trade  

and Companies Register on 7 August 2023. The Company’s initial corporate purpose was 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 encompasses 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 successfully completed the Business Combination on 29 July 2024 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 Company’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 were admitted  

to trading on the Frankfurt Stock Exchange under the symbol “7GG” on 27 October 2023. The class A  

warrants were 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. Effective 31 July 2024, the class A shares of the Company  

are trading on the Frankfurt Stock Exchange under the new trading symbol “B1GR”.  

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., 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 3.000.000,00.  

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.  

On 27 May 2024, the Sponsor sold 13.100.000 class B shares to certain shareholders of the Company.  

On 28 May 2024, the Company entered into an Amendment Agreement relating to the Business  

Combination Agreement signed with BigRep and dated 20 December 2023. In accordance with this  

Amendment Agreement, the original terms of the Business Combination Agreement were revised.  

On 25 July 2024, the Company changed its name from SMG Technology Acceleration SE to BigRep  

SE.  

On 25 July 2024, the shareholders of the Company approved a reverse stock split of the existing  

21.900.000 class B shares without nominal value into 2.190.000 class B shares without nominal value,  

and of the existing 22.000.000 redeemable class A shares without nominal value into 2.200.000  

redeemable class A shares without nominal value.  

On 25 July 2024, the shareholders of the Company approved the creation of a new class of shares,  

being class C shares, which are redeemable in accordance with article 430-22 of the Luxembourg law  

- 1 -  

of 10 August 1915 on commercial companies, as amended and the articles of association of the  

Company, as amended.  

On 29 July 2024, the Company completed its business combination with BigRep following the  

extraordinary general meeting.  

On 29 July 2024, as part of the consummation of the Business Combination, an additional 1.560.000  

class B shares were issued to the Sponsor for an aggregate subscription price of EUR 85.550,00. All  

remaining 3,750,000 class B shares were then automatically converted into class A shares of the  

Company at a ratio of 1 class B share to 1 class A share.  

On 29 July 2024, as part of the Business Combination, all outstanding 20.000.000 class B warrants held  

by the Sponsor were cancelled against no consideration. As a result, the reserve for class B warrants  

was reversed and a financial income in the amount of EUR 3.000.000,00 was recognized during the  

financial year.  

On 29 July 2024, as part of the Business Combination, the shares in BigRep GmbH were acquired in  

exchange of the issuance of 8.625.418 new Class A shares without nominal value, by the Company to  

BigRep GmbH former shareholders, for an aggregate subscription price of EUR 86.254.184,00, of which  

EUR 472.692,93 was allocated to the share capital, and EUR 85.781.491,07 was allocated to the share  

premium. On the same date, 2.100.000 class C shares were issued to certain public shareholders of  

the Company. The subscription price for these newly issued class C shares was settled by way of an  

exchange of existing 2.100.000 class A shares held by these shareholders, which were redeemed by  

the Company.  

On 30 July 2024, in connection with the Business Combination, the Company redeemed 95.267 class  

A shares at a price of approximately EUR 10,00 per share, and for a total acquisition cost of  

EUR 952.629,00.  

Financial performance highlights  

As a blank cheque company, the Company did not have an active business until 29 July 2024. The  

Company and its subsidiaries did not generate revenue during the period ended 29 July 2024. The  

Company’s activities for the period ended 29 July 2024, subsequent to the completion of the Private  

Placement and listing on the Frankfurt Stock Exchange, were those necessary to identify a target  

company for a Business Combination and the potential acquisition. The Company incurred expenses  

(legal, financial reporting, accounting and auditing compliance, and directors’ fees) as a result of being  

a public company.  

The net loss of the Company for the year ended 31 December 2024 was EUR 90.599.471,34  

(2023: net loss of EUR 4.185.133,17), primarily due to the impairment of shares in affiliated undertakings  

in the amount of EUR 73.018.119,00 and the impairment of own shares in the amount of EUR  

18.001.155,78. On 30 July 2024, the Company redeemed 2.195.263 of its own class A public shares,  

of which 2.100.000 were redeemed against the issuance of 2.100.000 class C preferred shares, and the  

remaining 95.263 were redeemed against a cash settlement of EUR 952.629,00.  

Financial position highlights  

The Company’s main asset accounts refer to the investment in shares in affiliated undertaking in BigRep  

GmbH, investment in own shares, and loans and receivables from BigRep GmbH. The balance sheet  

also has a significant capital and reserves in relation to the issuance of its class A and C shares.  

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. With regards to the  

risks previously identified in relation to the Business Combination, these are no longer applicable as, on  

20 December 2023, the Company signed a Business Combination Agreement with BigRep GmbH,  

which was later completed with an Amendment Agreement dated 28 May 2024, and on 29 July 2024,  

the Company completed is business combination with BigRep GmbH following the extraordinary general  

- 2 -  

meeting of shareholders. The Company’s principal risks and uncertainties can be summarised as  

follows:  

Risk  

Likelihood  

Mitigating factors  

Legal and regulatory  

Low  

The Company is continuously monitoring  

The Company may be adversely  

the ongoing legal and regulatory  

affected by changes to the regulations,  

landscape. Moreover, the Management  

law, account and general tax  

and the Supervisory Board are supported  

environment in Luxembourg and  

by leading service providers on the  

Germany as well as the jurisdiction  

respective legal, accounting and tax  

which the target business is subject to.  

domains to ensure the Company is current  

on all relevant changes.  

Market conditions  

High  

Market conditions are closely monitored at  

The Company may be adversely  

Group level. For more details, please refer  

affected by market conditions and  

to the Group management report in the 31  

events (e.g., the conflict between  

December 2024 consolidated financial  

Russia and Ukraine, import tariffs put in  

statements of the Group.  

place in the United States and the  

ongoing trade tensions between a  

number of countries, changes in  

interest rates) which might lead to a  

performance below expectations of the  

company after business combination.  

The other risks surrounding the Company are further disclosed in the Group management report within  

the 31 December 2024 consolidated financial statements of the Group.  

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 BigRep SE Group and are detailed in the Group Management Report.  

5. Financial risk management objectives and policies  

As of 31 December 2024, the Company has EUR 3.290.527,87 in cash and cash equivalents  

(31 December 2023: EUR 2.915,69) and EUR 6.221.328,43 in debtors (31 December 2023: EUR  

3.018.554,53), of which EUR 1.371.328,43 is becoming due and payable within one year (31 December  

2023: EUR 3.018.554,53). Trade and other payables as at 31 December 2024 amount to EUR  

1.324.113,09 (31 December 2023: EUR 3.337.329,94).  

The Company has a positive equity of EUR 35.425.079,49 as at 31 December 2024  

(31 December 2023: positive equity of EUR 21.684.866,83). The Management Board believes that the  

funds available to the Company are sufficient to pay costs and expenses incurred by the Company.  

The Management Board regards the Company's overall risk position as appropriate, provided that the  

restructuring and recapitalization measures described in the corresponding ad-hoc announcement are  

implemented as planned and on schedule. Any delays or deviations in implementation could adversely  

affect the Company’s risk profile and additional measures could become necessary. Management is  

confident that BigRep will return to its historically proven growth path in 2025 fuelled by the new printer  

model VIIO introduced in 2024 and the IPSO and ALTRA models acquired with Hage3D.  

Since 29 July 2024, the Company conducts its operations in line with the activities of BigRep GmbH.  

Beside the above, the Company identified related financial risks and has considered their potential  

impact, their likelihood, and controls in place to mitigate such risks. The applicable financial risks to the  

Company are liquidity risks and credit risks.  

- 3 -  

6. Annual Accounts of BigRep SE  

The Annual Accounts of BigRep SE are shown on page 12 to page 34. These were prepared in  

accordance with Luxembourg’s legal and regulatory requirements and using the going concern basis of  

accounting described above.  

The net loss for the year ended 31 December 2024 was EUR 90.599.471,34 (2023: net loss of  

EUR 4.185.133,17) and is mainly due to the impairment of shares in affiliated undertakings, impairment  

of the Company’s own shares, external expenses, and finance costs. It is proposed that the net loss for  

the year ended 31 December 2024 be allocated to profit and loss brought forward at 1 January 2025.  

7. Related party transactions  

Please see Notes 3, 4, 7 and 10 to the annual accounts.  

8. Research and development  

The Company did not have any activities in the field of research and development during the financial  

year ended 31 December 2024 and financial period ended 31 December 2023.  

9. Transactions in own shares  

During the year, as a result of the redemptions that were carried in connection with the Business  

Combination, the Company acquired 2.195.263 of its own class A public shares at a price of  

approximately EUR 10,00 per share. Of these 2.195.263 class A public shares, 2.100.000 were  

redeemed against the issuance of 2.100.000 class C preferred shares, and the remaining 95.263 were  

redeemed against a cash settlement of EUR 952.629,00. As at 31 December 2024, the fair value of the  

own shares was estimated to be EUR 1,80 per share, consequently the Company recorded an  

impairment in the amount of EUR 18.001.155,78.  

10. Branches  

The Company has no branches as at 31 December 2024.  

11. Outlook  

This fiscal year will continue to be challenging for business development due to market uncertainties  

and the competitive situation. In addition to the continued implementation of agreed organizational  

measures to reduce costs, the base product cost will also be evaluated and measures for improvement  

will be implemented in 2026. At the time of publication, tariffs are being considered for the US market,  

which would negatively impact a key sales market for BigRep.  

The rollout of the young product lines on a global level will open an opportunity for BigRep in new  

industries. Our core strategic approach and our business model offering large format printers as open  

AM solutions in combination with our high focus on customer satisfaction will help us to differentiate  

furthermore in the market. Nevertheless, 2025 will therefore be a year of both organizational and  

technical consolidation, but with targeted growth through the new product lines. We expect significant  

revenue growth for the 2025 fiscal year, to return close to the 2023 revenue level.  

We anticipate, provided that the restructuring and recapitalization measures described in the  

corresponding ad-hoc announcement are implemented as planned and on schedule, generating  

negative EBITDA due to planned market investments in our new product lines and investments in the  

product cost base. We expect a negative result in 2025. Our targeted break-even point in 2026 remains  

unchanged.  

- 4 -  

12. Events after the reporting period  

Please refer to Note 16 to the annual accounts.  

Luxembourg, 18 December 2025  

Thomas Janics-Jakomini  

Member of the Management Board  

- 5 -  

BigRep SE  

Corporate Governance Statement by the Management Board  

for the year ended 31 December 2024  

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 2024, 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 of undertakings, as  

amended.  

Luxembourg, 18 December 2025  

Thomas Janics-Jakomini  

Member of the Management Board  

- 6 -  

To the Shareholders of  

BigRep SE  

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 Financial Statements  

Opinion  

We have audited the financial statements of BigRep SE (the “Company”), which comprise the balance sheet as of  

31 December 2024, and the profit and loss account for the year then ended, and notes to the financial statements,  

including a summary of significant accounting policies.  

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the  

Company as of 31 December 2024, and of the results of its operations for the year then ended in accordance with  

Luxembourg legal and regulatory requirements relating to the preparation and presentation of the financial  

statements.  

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 N^o 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 Financial  

Statements“ 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 financial statements, 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.  

7

Material Uncertainty on Going Concern  

We draw attention to note 2.2 in the annual accounts which indicates that the ability of the Company to continue  

as a going concern depends on the ability of its operating subgroup, BigRep GmbH, to do the same.  

As of 31 December 2024, the Company has total capital and reserves amounting to EUR 35.4 million, amounts  

owed by affiliated undertakings amounting to EUR 4.90 million, other debtors amounting to EUR 1.32 million and  

financial assets, representing shares in BigRep GmbH (the operational subgroup) amounting to  

EUR 23.24 million.  

Management has prepared a budget at Group level which projects sufficient liquidity for at least the next twelve  

months from the report date. This budget is based on planned sales growth, efficiency measures including cost  

reductions, and measures to improve working capital. Post closing, the Company also entered into a restructuring  

agreement with its major shareholders, including a committed capital increase and the extension of shareholder  

loans, and obtained additional interim financing from shareholders.  

The successful implementation of these measures is subject to risks and uncertainties, and cash flow generation  

may be affected by external factors such as demand, inflation, supply chain conditions and regulatory  

developments.  

Furthermore, in November 2025 the Company initiated a private placement of Convertible Notes to strengthen  

medium-term financing.  

These events or conditions, along with other matters as set forth in note 2.2 in the financial statements indicate  

that a material uncertainty exists that may cast significant doubt on the ability of the Company to continue as a  

going concern.  

Our opinion is not modified in respect of this matter.  

Key Audit Matters  

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

the financial statements of the current period. These matters were addressed in the context of the audit of the  

financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on  

these matters.  

Key audit  

Valuation of the (à supprimer) Investments in Affiliated Undertakings  

matter:  

Description of  

BigRep SE holds shares in affiliated undertakings BigRep GmbH with a gross  

key audit  

book value of EUR 96 million as of 31 December 2024 as disclosed in Note 3 of  

matter:  

the financial statements.  

As of 31 December 2024, the Company recorded an impairment on its  

investment in BigRep GmbH of EUR 73 million.  

As stated in Note 2.3.3 to the financial statements, 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.  

8

These value adjustments are not continued if the reasons for which the value  

adjustments were made ceased to apply.  

The impairment of shares in affiliated undertakings is considered a key audit  

matter due to the significant judgment required in evaluating indicators of  

impairment and estimating their recoverable amount.  

Our response:  

Our audit procedures in relation to the impairment assessment of the shares in  

affiliated undertakings included the following, among others:  



We obtained an understanding of the process and controls over  

management’s methodology and assumptions used for the estimate of  

the value of the shares in affiliated undertakings;  



We evaluated management’s estimate of the value of the investment by  

obtaining the supporting model and assessing the methodology and key  

assumptions used;  



We evaluated the key assumptions including the business plan,  

discount rates and long-term growth rates, by checking consistency with  

approved budgets and audited figures, and assessing plausibility  

against market data and external information where available;  



We evaluated the equity value of BigRep GmbH by reconciling both the  

value in use (enterprise value less subgroup net debt) and a fair value  

less costs of disposal measure (based on market capitalization adjusted  

for SE-level net assets) to the carrying amount of the investment;  



We performed sensitivity analysis by considering the impact of  

reasonably possible changes in key assumptions;  



We compared the gross book value of the shares in affiliated  

undertakings to their recoverable amount and recomputed the amount  

of the value adjustment;  



We evaluated the completeness and appropriateness of the disclosures  

in Note 2.3.3 and Note 3 of the financial statements.  

Other information  

The Management Board is responsible for the other information. The other information comprises the information  

stated in the management report from page 1 to 5 and the Corporate Governance Statement on page 6 but does  

not include the financial statements and our report of the “réviseur d’entreprises agréé” thereon.  

Our opinion on the financial statements does not cover the other information and we do not express any form of  

assurance conclusion thereon.  

In connection with our audit of the financial statements, 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 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.  

Responsibilities of the Management Board and Those Charged with Governance for the Financial  

Statements  

The Management Board is responsible for the preparation and fair presentation of the financial statements in  

accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the  

financial statements, and for such internal control as the Management Board determines is necessary to enable  

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

9

The Management Board is also responsible for presenting and marking up the financial statements 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 financial statements, 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 Financial Statements  

The objectives of our audit 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 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 financial  

statements.  

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 financial statements, 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 financial statements or, if such disclosures are  

inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the  

date of our 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 financial statements, including the  

disclosures, and whether the financial statements 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.  

10  

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, 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 financial statements 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 Annual General Meeting of the Shareholders  

on 29 May 2024 and the duration of our uninterrupted engagement, including previous renewals and  

reappointments, is 2 years.  

The management report is consistent with the financial statements and has been prepared in accordance with  

applicable legal requirements.  

The Corporate Governance Statement is included in the management report. 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 financial  

statements and has been prepared in accordance with applicable legal requirements.  

We have checked the compliance of the financial statements of the Company as of 31 December 2024 with  

relevant statutory requirements set out in the ESEF Regulation that are applicable to the financial statements.  

For the Company, it relates to financial statements prepared in valid xHTML format.  

In our opinion, the financial statements of the Company as of and for the year ended 31 December 2024 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 the prohibited non-audit services referred to in the EU Regulation No 537/2014 were not provided  

and that we remained independent of the Company in conducting the audit.  

Luxembourg, 23 December 2025  

For Forvis Mazars, Cabinet de révision agréé  

5, rue Guillaume J. Kroll  

L-1882 LUXEMBOURG  

Oana BENTEL  

Réviseur d’entreprises agréé  

11  

BEULSGP20250825T16245201_003  

Page 1/5  

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  

01/01/2024  

31/12/2024  

EUR  

(in  

)

03  

01  

02  

BigRep 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  

23.265.297,12  

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  

BEULSGP20250825T16245201_003  

Page 2/5  

RCSL Nr. : B279346  

Matricule : 2023 8400 016  

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

23.265.297,12  

22.000.726,55  

1135  

135  

136  

1. Shares in affiliated undertakings  

23.265.297,12  

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  

13.463.329,52  

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

6.221.328,43  

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  

4.903.569,43  

2.900.806,67  

1171  

171  

172  

a) becoming due and payable  

within one year  

53.569,43  

2.900.806,67  

1173  

173  

174  

b) becoming due and payable  

after more than one year  

4.850.000,00  

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  

1.317.759,00  

117.747,86  

1183  

183  

184  

a) becoming due and payable  

within one year  

1.317.759,00  

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  

BEULSGP20250825T16245201_003  

Page 3/5  

RCSL Nr. : B279346  

Matricule : 2023 8400 016  

Reference(s)  

Current year  

Previous year  

III. Investments  

3.951.473,22  

1189  

189  

190  

1. Shares in affiliated undertakings  

1191  

191  

192  

2. Own shares  

5

3.951.473,22  

1209  

209  

210  

3. Other investments  

1195  

195  

196  

IV. Cash at bank and in hand  

3.290.527,87  

2.915,69  

1197  

197  

198  

E. Prepayments  

20.565,94  

1199  

199  

200  

TOTAL (ASSETS)  

36.749.192,58  

25.022.196,77  

201  

202  

The notes in the annex form an integral part of the annual accounts  

BEULSGP20250825T16245201_003  

Page 4/5  

RCSL Nr. : B279346  

Matricule : 2023 8400 016  

CAPITAL, RESERVES AND LIABILITIES  

Reference(s)  

Current year  

Previous year  

A. Capital and reserves  

6

35.425.079,49  

21.684.866,83  

1301  

301  

302  

I. Subscribed capital  

793.538,53  

240.560,00  

1303  

303  

304  

II. Share premium account  

107.452.516,47  

22.618.440,00  

1305  

305  

306  

III. Revaluation reserve  

1307  

307  

308  

IV. Reserves  

3.962.473,22  

3.011.000,00  

1309  

309  

310  

1. Legal reserve  

1311  

311  

312  

2. Reserve for own shares  

3.951.473,22  

1313  

313  

314  

3. Reserves provided for by the  

articles of association  

1315  

315  

316  

4. Other reserves, including the  

fair value reserve  

11.000,00  

3.011.000,00  

1429  

429  

430  

a) other available reserves  

1431  

431  

432  

11.000,00  

3.011.000,00  

b) other non available reserves  

1433  

433  

434  

V. Profit or loss brought forward  

13.816.022,61  

1319  

319  

320  

VI. Profit or loss for the financial year  

-90.599.471,34  

-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  

7

1.324.113,09  

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  

BEULSGP20250825T16245201_003  

Page 5/5  

RCSL Nr. : B279346  

Matricule : 2023 8400 016  

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  

650.965,16  

3.188.276,24  

1367  

367  

368  

a) becoming due and payable  

within one year  

650.965,16  

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  

444.994,84  

91.450,00  

1379  

379  

380  

a) becoming due and payable  

within one year  

444.994,84  

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  

228.153,09  

57.603,70  

1451  

451  

452  

a) Tax authorities  

110.635,07  

36.750,00  

1393  

393  

394  

b) Social security authorities  

1395  

395  

396  

c) Other creditors  

117.518,02  

20.853,70  

1397  

397  

398  

i) becoming due and  

payable within one year  

117.518,02  

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)  

36.749.192,58  

25.022.196,77  

405  

406  

The notes in the annex form an integral part of the annual accounts  

BEULSGP20250825T16245201_002  

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  

01/01/2024  

31/12/2024  

EUR  

(in  

)

03  

01  

02  

BigRep 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  

32.000,00  

97.747,86  

1713  

713  

714  

5. Raw materials and consumables and  

other external expenses  

-3.159.239,17  

-3.187.392,47  

1671  

671  

672  

a) Raw materials and consumables  

1601  

601  

602  

b) Other external expenses  

8

-3.159.239,17  

-3.187.392,47  

1603  

603  

604  

6. Staff costs  

-23.000,04  

1605  

605  

606  

a) Wages and salaries  

-23.000,04  

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  

372.264,76  

-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  

372.264,76  

-657.525,11  

1661  

661  

662  

8. Other operating expenses  

9

-517.979,74  

-409.190,00  

1621  

621  

622  

The notes in the annex form an integral part of the annual accounts  

BEULSGP20250825T16245201_002  

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  

10  

3.687.803,32  

1727  

727  

728  

a) derived from affiliated undertakings  

53.569,43  

1729  

729  

730  

b) other interest and similar income  

3.634.233,89  

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  

11  

-90.990.769,21  

-28.773,45  

1665  

665  

666  

14. Interest payable and similar expenses  

-16,26  

1627  

627  

628  

a) concerning affiliated undertakings  

1629  

629  

630  

b) other interest and similar expenses  

-16,26  

1631  

631  

632  

15. Tax on profit or loss  

1635  

635  

636  

16. Profit or loss after taxation  

-90.598.936,34  

-4.185.133,17  

1667  

667  

668  

17. Other taxes not shown under items  

1 to 16  

-535,00  

1637  

637  

638  

18. Profit or loss for the financial year  

-90.599.471,34  

-4.185.133,17  

1669  

669  

670  

The notes in the annex form an integral part of the annual accounts  

BigRep SE  

Notes to the annual accounts for the year ended 31 December 2024  

(Expressed in EUR)  

1. GENERAL  

BigRep SE (formerly SMG Technology Acceleration SE and hereinafter 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 for an unlimited period. 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. Effective 31 July 2024, the Class A shares of the Company are trading on the Frankfurt  

Stock Exchange under the new trading symbol “B1GR”. The Class A Warrants are not admitted to  

trading or listed on the Frankfurt Stock Exchange.  

On 25 July 2024, the name of the Company was changed from SMG Technology Acceleration SE to  

BigRep SE, and the articles of association of the Company were fully restated, effective as of that date.  

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.  

Until 30 July 2024, the Management Board was composed of four members: Dr. Stefan Petrikovics  

(Chief Executive Officer), René Geppert (Chief Operating Officer), George Aase (Chief Financial Officer)  

and Werner Weynand (Chief Administration Officer). On 30 July 2024, Dr. Stefan Petrikovics, René  

Geppert, George Aase, and Werner Weynand resigned from the Management Board, and Dr. Sven  

Thate (Chief Executive Officer) and Dr. Reinhard Festag (Chief Financial Officer) were appointed to the  

Management Board. On 1 November 2024, Dr. Sven Thate resigned from the Management Board, and  

Thomas Janics-Jakomini was appointed to the Management Board.  

Until 30 July 2024, the Supervisory Board was composed of Ewald Weizenbauer (Chairman), Rhett  

Oudkerk Pool, Benoît de Belder and Dr. Geza Toth-Feher Lord of Kennal. On 30 July 2024, Ewald  

Weizenbauer, Rhett Oudkerk Pool, Benoît de Belder and Dr. Geza Toth-Feher Lord of Kennal resigned  

from the Supervisory Board and Dr. Peter Smeets (Chairman), Florian Hampel (Vice-Chairman), Philipp  

Prechtl, Tommy Grosche and Isabella de Krassny were appointed to the Supervisory Board. The Audit  

Committee is composed of Philipp Prechtl (Chairman of the Audit Committee) and Florian Hampel.  

The Company has been originally 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 encompasses  

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.  

On 20 December 2023, the Company has signed a Business Combination Agreement with BigRep  

GmbH, which was later supplemented with an Amendment Agreement dated 28 May 2024. On 29 July  

2024, the Company completed its business combination with BigRep following the extraordinary general  

meeting of shareholders.  

Upon closing of the Business Combination on 29 July 2024, the above Company’s purpose ceased to  

apply. Pursuant to article 2 of the current articles of association, the Company’s purpose is now 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,  

- 19 -  

BigRep SE  

Notes to the annual accounts for the year ended 31 December 2024  

(Expressed in EUR)  

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  

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  

(https://bigrep.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.  

- 20 -  

BigRep SE  

Notes to the annual accounts for the year ended 31 December 2024  

(Expressed in EUR)  

2.2. Going Concern  

These annual accounts have been prepared on a going concern basis, which assumes that the  

Company will be able to meet all its financial commitments during the foreseeable future.  

As of 31 December 2024, the Company has net assets amounting to EUR 35,4 million, amounts  

receivable from other Group entities amounting to EUR 4,90 million, Receivables from other entities  

(considered as affiliated undertakings before the Business Combination) amounting to EUR 1,32 million  

and financial assets representing mainly shares in BigRep GmbH (the operational subgroup) in the  

amount of EUR 23,24 million.  

The Company’s ability to continue as a going concern depends on the ability of its operating subgroup,  

BigRep GmbH, to do the same.  

Management has prepared a budget at Group level which projects sufficient liquidity for at least the next  

twelve months from the report date. This budget is based on planned sales growth, efficiency mea-  

sures including cost reductions, and measures to improve working capital. Post closing, the Company  

also entered into a restructuring agreement with its major shareholders, including a committed capital  

increase and the extension of shareholder loans, and obtained additional interim financing from share-  

holders. Furthermore, in November 2025 the Company initiated a private placement of Convertible  

Notes to strengthen medium-term financing. For further details please refer to Note 16.  

The successful implementation of these measures is subject to risks and uncertainties, and cash flow  

generation may be affected by external factors such as demand, inflation, supply chain conditions and  

regulatory developments.  

These events and conditions, along with the other matters indicate that a material uncertainty exists that  

may cast significant doubt on the BigRep SE’s ability to continue as a going concern. The annual  

accounts have been prepared on a going concern basis.  

2.3. Significant accounting policies  

The following are the significant accounting policies and valuation rules adopted by the Company in the  

preparation of these annual accounts.  

2.3.1. 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.  

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.  

- 21 -  

BigRep SE  

Notes to the annual accounts for the year ended 31 December 2024  

(Expressed in EUR)  

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.  

2.3.2. 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.  

2.3.3. 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.  

2.3.4. 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.  

2.3.5. 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.  

2.3.6. 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.  

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.  

2.3.7. Prepayment  

Prepayments include expenditure items incurred during the financial year but relating to a subsequent  

financial year.  

2.3.8. 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.  

- 22 -  

BigRep SE  

Notes to the annual accounts for the year ended 31 December 2024  

(Expressed in EUR)  

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 “Other creditors becoming  

due and payable within one year”. The advance payments are shown in the assets of the balance sheet  

under the “Other debtors becoming due and payable within one year” item.  

2.3.9. Creditors  

Creditors are recorded at their reimbursement value.  

2.3.10. Expenses  

Expenses are accounted for on an accrual basis.  

2.3.11. Income tax  

The Company is subject to income taxes in Luxembourg.  

2.3.12. 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.  

- 23 -  

BigRep SE  

Notes to the annual accounts for the year ended 31 December 2024  

(Expressed in EUR)  

3. FINANCIAL ASSETS  

Movements in financial assets during the year are as follows:  

Shares in affiliated  

undertakings  

EUR  

2024  

Gross book value – opening balance  

22.029.500,00  

Additions for the year  

96.254.184,00  

Repayments for the year  

-22.000.000,00  

Gross book value – closing balance  

96.283.684,00  

Accumulated value adjustment – opening balance  

-28.773,45  

Allocation of value adjustments for the year  

-73.018.119,00  

Reversals of value adjustments for the year  

28.505,57  

Accumulated value adjustment – closing balance  

-73.018.386,88  

Net book value – opening balance  

22.000.726,55  

Net book value – closing balance  

23.265.297,12  

On 7 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 were held  

in an escrow account by SMG Technology Advisors GmbH & Co. KG.  

On 29 July 2024, following the successful completion of the Business Combination,  

•

SMG Technology Advisors GmbH & Co. KG repaid to the Company the capital contribution in  

the total amount of EUR 22.000.000,00 from the cash held in escrow, and  

•

The Company acquired 100% equity interests in BigRep GmbH in exchange of the issuance of  

8.625.418 new Class A shares without nominal value, by the Company to BigRep GmbH former  

shareholders, for an aggregate subscription price of EUR 86.254.184,00.  

On 1 August 2024, the Company further contributed EUR 10.000.000,00 to the equity of BigRep GmbH.  

As at 31 December 2024, the Management Board recognized an impairment on its investment in BigRep  

GmbH in the amount of EUR 73.018.119,00.  

As at 31 December 2024, the Management Board reversed an impairment previously recognized on its  

investments in SMG Technology Advisors Verwaltungs GmbH amounting to EUR 1.179,44 and SMG  

Technology Advisors GmbH & Co. KG amounting to EUR 27.326,13.  

Shares in affiliated undertakings as at 31 December 2024 consist of the following:  

Net equity  

(Loss) / Profit  

Cost of  

Name of  

Ownership %  

Last balance  

as at  

as at  

acquisition  

undertakings  

Registered office  

/ Contribution  

sheet date  

31/12/2024*  

31/12/2024*  

EUR  

EUR  

EUR  

SMG Technology  

Alte Mainzer Gasse 55,  

Advisors  

D-60311 Frankfurt a.  

100%  

27.500,00  

31/12/2024  

27.232,12*  

1.179,44*  

Verwaltungs GmbH  

Main, Germany  

SMG Technology  

Alte Mainzer Gasse 55,  

Advisors GmbH &  

D-60311 Frankfurt a.  

100%  

2.000,00  

31/12/2024  

190.605,97*  

-215.332,10*  

Co. KG  

Main, Germany  

Gneisenaustr. 66, D-  

BigRep GmbH  

100%  

96.254.184,00  

31/12/2024  

2.640.001,44* -13.388.517,81*  

10961 Berlin, Germany  

* Based on unaudited stand-alone accounts.  

- 24 -  

BigRep SE  

Notes to the annual accounts for the year ended 31 December 2024  

(Expressed in EUR)  

4. DEBTORS  

Debtors are composed of the following:  

Becoming  

Becoming  

due and  

due and  

payable payable after  

within one  

more than  

year  

one year  

31/12/2024  

31/12/2023  

EUR  

EUR  

EUR  

EUR  

Amounts due from affiliated undertakings  

253.693,69  

4.850.000,00 5.103.693,69 3.656.079,64  

Other debtors  

1.402.895,09  

-

1.402.895,09  

20.000,00  

Value adjustments  

-285.260,35  

-

-285.260,35  

-657.525,11  

Total  

1.371.328,43  

4.850.000,00 6.221.328,43 3.018.554,53  

Amounts due from affiliated undertakings  

Amounts due from affiliated undertakings as at 31 December 2024 comprise of the following:  

Becoming due and payable after more than one year  

•

EUR 4.850.000,00 long-term interest-bearing loan granted to BigRep GmbH. This loan bears  

5% interest per annum and will mature on 31.12.2029.  

Becoming due and payable within one year  

•

EUR 167.597,59 short-term interest-free advances made to SMG Technology Advisors GmbH  

& Co. KG;  

•

EUR 53.569,43 accrued interest on long-term interest-bearing loan granted to BigRep GmbH;  

•

EUR 32.000,00 short-term interest-free receivable from SMG Technology Advisors  

Verwaltungs-GmbH from the recharge of operating costs; and  

•

EUR 526,67 short-term interest-free advances made to SMG Technology Advisors  

Verwaltungs-GmbH.  

Other debtors  

Other debtors as at 31 December 2024 comprise of the following:  

Becoming due and payable within one year  

•

EUR 634.233,89 short-term interest-free receivable from SMG Holding S.à r.l. relating to the  

reimbursement of excessive Business Combination transaction costs, in accordance with the  

terms in the Business Combination Agreement;  

•

EUR 669.810,11 short-term interest-free loan granted to SMG Holding S.à r.l.;  

•

EUR 47.851,09 short-term interest-free advances made to SMG Hospitality SE.;  

•

EUR 26.000,00 short-term interest-free advances made to Directors; and  

•

EUR 25.000,00 short-term interest-free advances made to SMG Holding GmbH.  

- 25 -  

BigRep SE  

Notes to the annual accounts for the year ended 31 December 2024  

(Expressed in EUR)  

Value adjustments  

As of 31 December 2024, a negative value adjustment in the amount of EUR 285.260,35 was recognized  

on the following:  

•

EUR 167.597,59 on amounts due from SMG Technology Advisors GmbH & Co. KG (2023: no  

value adjustment);  

•

EUR 47.851,09 on amounts due from SMG Hospitality SE (2023: no value adjustment);  

•

EUR 32.526,67 on amounts due from SMG Technology Advisors Verwaltungs-GmbH (2023: no  

value adjustment);  

•

EUR 25.000,00 on amounts due from SMG Holding GmbH (2023: no value adjustment);  

•

EUR 12.285,00 on amounts due from SMG Holding S.à r.l. (2023: negative value adjustment of  

EUR 657.525,11).  

5. OWN SHARES  

During the year, the Company acquired 2.195.263 of its own Public Shares at a price of approximately  

EUR 10,00 per share, and for a total acquisition cost of EUR 21.952.629,00. As at 31 December 2024,  

the fair value of the own shares was at price of EUR 1,80 per share, consequently the Company  

recorded an impairment in the amount of EUR 18.001.155,78. As at 31 December 2024, the Company  

holds 2.195.263 Public Shares as own shares, which are reflected at their market price and amount to  

EUR 3.951.473,22.  

- 26 -  

BigRep SE  

Notes to the annual accounts for the year ended 31 December 2024  

(Expressed in EUR)  

6. CAPITAL AND RESERVES  

Movements during the year are as follows:  

Other non-  

Subscribed  

Share premium  

Reserve for own  

available  

Profit or loss  

Profit or loss for  

capital  

account  

shares  

reserves  

brought forward the financial year  

Total  

EUR  

EUR  

EUR  

EUR  

EUR  

EUR  

EUR  

240.560,00  

22.618.440,00  

-

3.011.000,00  

-

-4.185.133,17  

21.684.866,83  

Opening balance at 01/01/2024  

Cancellation of 20.000.000 Class B warrants against no  

consideration, as part of Business Combination  

-

-

-3.000.000,00  

-

-

-3.000.000,00  

Issuance of 1.560.000 class B shares, as part of Business  

Combination  

85.500,00  

-

-

-

-

85.500,00  

Issuance of 86.254.184 redeemable class A shares to BigRep  

GmbH shareholders in exchange of 100% equity interest in  

BigRep GmbH, as part of Business Combination  

472.692,93  

85.781.491,07  

-

-

-

86.254.184,00  

Redemption of 2.100.000 class A shares, as part of Business  

Combination  

-115.074,00  

-20.884.926,00  

21.000.000,00  

-

-

-

-

Issuance of 2.100.000 redeemable class C shares, as part of  

Business Combination  

115.080,00  

20.884.920,00  

-

-

-

-

21.000.000,00  

Conversion of all remaining 3,750,000 class B shares into class A  

shares at a ratio of 1 class B share to 1 class A share, as part of  

Business Combination  

-

-

-

-

-

-

-

Redemption of 95.267 class A shares as part of Business  

Combination  

-5.220,40  

-947.408,60  

952.629,00  

-

-

-

-

Impairment of own shares  

-

-

-18.001.155,78  

-

18.001.155,78  

-

-

Allocation of prior period’s results to profit or loss brought forward  

-

-

-

-

-4.185.133,17  

4.185.133,17  

-

Results for the financial year  

-

-

-

-

-

-90.599.471,34  

-90.599.471,34  

Closing balance as at 31.12.2024  

793.538,53  

107.452.516,47  

3.951.473,22  

11.000,00  

13.816.022,61  

-90.599.471,34  

35.425.079,49  

- 27 -  

BigRep SE  

Notes to the annual accounts for the year ended 31 December 2024  

(Expressed in EUR)  

Share capital – Class B shares  

As at 31 December 2023, the subscribed share capital for class B shares amounted to EUR 120.000  

consisting of 21.900.000 class B shares without nominal value.  

On 25 July 2024, the shareholders of the Company approved a reverse stock split of the existing  

21.900.000 class B shares without nominal value into 2.190.000 class B shares without nominal value.  

On 29 July 2024, the day of the consummation of the Business Combination, an additional 1.560.000  

class B shares were issued to the Sponsor for an aggregate subscription price of EUR 85.550,00. All  

remaining 3.750.000 class B shares were then automatically converted into class A shares of the  

Company at a ratio of 1 class B share to 1 class A share.  

As at 31 December 2024, as a result of the above transactions, no class B shares remained in issuance.  

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 1,00 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.  

On 25 July 2024, the shareholders of the Company approved a reverse stock split of the existing  

22.000.000 redeemable class A shares without nominal value into 2.200.000 redeemable class A shares  

without nominal value.  

On 29 July 2024, the Business Combination with BigRep GmbH was completed. The shares in BigRep  

GmbH were acquired in exchange of the issuance of 8.625.418 new Class A shares without nominal  

value, by the Company to BigRep GmbH former shareholders, for an aggregate subscription price of  

EUR 86.254.184,00, of which EUR 472.692,93 was allocated to the share capital, and  

EUR 85.781.491,07 was allocated to the share premium. On the same date, as further described in  

“Share capital – Class C shares”, 2.100.000 class C shares were issued to certain public shareholders  

of the Company. The subscription price for these newly issued class C shares was settled by way of an  

exchange of existing 2.100.000 class A shares held by these shareholders, which were redeemed by  

the Company.  

On 30 July 2024, in connection with the Business Combination, the Company redeemed 95.267 class  

A shares at a price of approximately EUR 10,00 per share, and for a total acquisition cost of  

EUR 952.629,00.  

Effective, 31 July 2024, the class A shares of the Company are trading on the Frankfurt Stock Exchange  

under the new symbol “B1GR”.  

As at 31 December 2024, a total of 14.575.418 class A shares are in issue, of which 2.195.263 are held  

by the Company as own shares.  

On 31 December 2024, the market value of share of BigRep SE amounted to EUR 1,80. The decrease  

between redemption and market price was recognised as an impairment of value of own shares in the  

amount of EUR 18.001.155,78.  

Share capital – Class C shares  

On 25 July 2024, the shareholders of the Company approved the creation of a new class of shares,  

being class C shares, which are redeemable in accordance with article 430-22 of the Luxembourg law  

- 28 -  

BigRep SE  

Notes to the annual accounts for the year ended 31 December 2024  

(Expressed in EUR)  

of 10 August 1915 on commercial companies, as amended and the articles of association of the  

Company, as amended.  

On 29 July 2024, 2.100.000 class C shares were issued to certain public shareholders of the Company,  

for an aggregate subscription price of EUR 21.000.000,00, of which EUR 115.080,00 was allocated to  

the share capital, and EUR 20.884.920,00 was allocated to the share premium. The subscription price  

for these newly issued class C shares was settled by way of an exchange of existing 2.100.000 class A  

shares held by these shareholders, which were redeemed by the Company.  

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.  

During the financial period ended 31 December 2023, an additional EUR 21.868.440,00 have been  

allocated to the share premium account as result of the issuance of class A shares as part of the Private  

Placement, and as described in “Share capital – Class A shares”.  

On 29 July 2024, an additional EUR 85.781.491,07 have been allocated to the share premium account  

as result of the issuance of class A shares as part of the Business Combination, and as described in  

“Share capital – Class A shares”.  

On 29 July 2024, an additional EUR 20.884.920,00 have been allocated to the share premium account  

as result of the issuance of class C shares as part of the Business Combination, and as described in  

“Share capital – Class C shares”.  

On 29 July 2024, as a result of the redemption of 2.100.000 class A shares as part of the Business  

Combination, EUR 21.000.000,00 were reclassified from the share premium account to the reserve for  

own shares.  

On 30 July 2024, as a result of the redemption of 95.267 class A shares as part of the Business  

Combination, EUR 952.629,00 were reclassified from the share premium account to the reserve for own  

shares.  

Authorised capital  

The authorized capital, excluding the issued share capital, of the Company is set at EUR 10.366.800,68  

consisting of 189.174.582 class A 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.  

Reserves  

The reserves refer to the reserve for class A and B warrants and to the reserve for own shares.  

-

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.  

- 29 -  

BigRep SE  

Notes to the annual accounts for the year ended 31 December 2024  

(Expressed in EUR)  

On 25 July 2024, the shareholders of the Company approved a reverse stock split which resulted in the  

conversion of the existing 11.000.000 class A warrants into 1.100.000 class A warrants.  

Class A warrants have International Securities Identification Number (“ISIN”) LU2859870326. Each  

Class A warrant entitles its holder to subscribe for one Class A share, with a stated exercise price of  

EUR 11,50, 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 2024, the carrying value of the other non-available reserves related to class A  

warrants is EUR 11.000,00 (2023: EUR 11.000,00). The class A warrants are not listed on the open  

market of the Frankfurt Stock Exchange.  

As at 31 December 2024, the unrecognised fair value of Class A warrants was estimated to be EUR  

310.640,00 (EUR 0,2824 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.  

Each 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 3.000.000,00 in total for the sponsor capital at-risk (the “Sponsor Capital  

At-Risk”).  

The Sponsor Capital At-Risk was, next to the additional purchase price for the Sponsor Shares, used to  

finance the Company’s working capital requirements up to the completion of the Business Combination  

(including due diligence costs in connection with the Business Combination), Private Placement and  

Listing expenses.  

On 29 July 2024, as part of the Business Combination, all outstanding 20.000.000 class B warrants held  

by the Sponsor were cancelled against no consideration. As a result, the reserve for class B warrants  

was reversed and a financial income in the amount of EUR 3.000.000,00 was recognized during the  

financial year.  

-

Own shares:  

On 29 July 2024, as a result of the redemption of 2.100.000 class A shares as part of the Business  

Combination, EUR 21.000.000,00 were reclassified from the share premium account to the reserve for  

own shares.  

On 30 July 2024, as a result of the redemption of 95.267 class A shares as part of the Business  

Combination, EUR 952.629,00 were reclassified from the share premium account to the reserve for own  

shares.  

As of 31 December 2024, the market share price of BigRep SE decreased comparing to redemption  

share price from EUR 10,00 to EUR 1,80. As a result, the reserve for own shares was decreased in the  

amount of EUR 18.001.155,78.  

- 30 -  

BigRep SE  

Notes to the annual accounts for the year ended 31 December 2024  

(Expressed in EUR)  

7. CREDITORS  

Creditors which are due and payable within one year are composed of the following:  

31/12/2024  

31/12/2023  

EUR  

EUR  

650.965,16  

3.188.276,24  

Trade creditors and accrued expenses  

444.994,84  

91.450,00  

Amounts owed to affiliated undertakings  

228.153,09  

57.603,70  

Other creditors  

Total  

1.324.113,09  

3.337.329,94  

Amounts owed to affiliated undertakings  

As at 31 December 2024, amounts owed to affiliated undertakings due within one year in the amount of  

EUR 444.994,84 (2023: EUR 91.450,00) comprise of the following:  

•

EUR 444.661,64 short-term, interest-free payable to SMG Technology Advisors GmbH & Co.  

KG, of which EUR 417.886,64 arose from short-term advances made by SMG Technology  

Advisors GmbH & Co. KG to the Company, and the remaining EUR 26.775,00 arose from the  

billing of services provided by SMG Technology Advisors GmbH & Co. KG to the Company; and  

•

EUR 333,20 short-term advances and payments made by BigRep GmbH on behalf of the  

Company.  

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 412.059,45 of unpaid overdue payables as at  

31 December 2024, which break down as follows:  

•

Overdue since more than 6 months amounts to EUR 6.642,08 (2023: nil);  

•

Overdue since more than 3 months (and less than 6 months) amounts to EUR 26.796,61  

(2023: EUR 142.559,32);  

•

Overdue since more than 1 month (and less than 3 months) amounts to EUR 353.443,08  

(2023: EUR 936.610,43).  

•

Overdue since less than 1 month amounts to EUR 25.177,68 (2023: nil).  

Other creditors  

As at 31 December 2024, other creditors comprise of the following:  

Becoming due and payable within one year  

•

EUR 102.016,73 (2023: EUR 36.750,00) withholding tax payable;  

•

EUR 41.421,11 (2023: EUR 20.853,70) amounts payable to directors;  

•

EUR 23.000,04 (2023: nil) amounts payable to staff;  

•

EUR 8.083,34 (2023: nil) accrued withholding tax; and  

•

EUR 53.631,87 (2023: nil) other miscellaneous payables.  

- 31 -  

BigRep SE  

Notes to the annual accounts for the year ended 31 December 2024  

(Expressed in EUR)  

8. OTHER EXTERNAL EXPENSES  

Other external expenses are composed of:  

From 01/01/2024  

From 07/08/2023  

to 31/12/2024  

to 31/12/2023  

EUR  

EUR  

Other professional fees  

-1.590.700,68  

-1.250.986,77  

Legal fees  

-941.082,31  

-739.160,26  

Accounting and corporate fees  

-357.224,49  

-208.366,33  

Audit fees  

-159.617,70  

-559.413,81  

Travel and entertainment expenses  

-79.916,13  

-12.678,70  

Bank fees  

-14.455,11  

-791,40  

Notary fees  

-9.758,37  

-15.959,50  

Insurance fees  

-5.394,34  

-

Other expenses  

-1.090,04  

-35,70  

Listing fee  

-

-400.000,00  

Total  

-3.159.239,17  

-3.187.392,47  

The total audit fees incurred breaks down as follows:  

From 01/01/2024  

From 07/08/2023  

to 31/12/2024  

to 31/12/2023  

EUR  

EUR  

Statutory audit of the annual accounts  

-159.617,70  

-128.319,76  

Audit-related fees  

-

-431.094,05  

Total  

-159.617,70  

-559.413,81  

9. OTHER OPERATING EXPENSES  

Other operating expenses are composed of:  

From 01/01/2024  

From 07/08/2023  

to 31/12/2024  

to 31/12/2023  

EUR  

EUR  

Directors fees  

-407.400,14  

-378.750,00  

CSSF fees  

-79.979,60  

-30.440,00  

Attendance fees  

-30.000,00  

-

Other operating expenses  

-600,00  

-

Total  

-517.979,74  

-409.190,00  

- 32 -  

BigRep SE  

Notes to the annual accounts for the year ended 31 December 2024  

(Expressed in EUR)  

10. OTHER INTEREST RECEIVABLE AND SIMILAR INCOME  

Other interest receivable and similar income are composed of:  

From 01/01/2024  

From 07/08/2023  

to 31/12/2024  

to 31/12/2023  

EUR  

EUR  

Interest income on loans to affiliated undertakings  

53.569,43  

-

Other financial income  

3.634.233,89  

-

Total  

3.687.803,32  

-

Interest income on loans to affiliated undertakings  

Interest income in the amount of EUR 53.569,43 during the financial year ended 31 December 2024  

pertains to the interest income earned on the long-term interest-bearing loan granted to BigRep GmbH  

in the amount of EUR 4.850.000,00, as described in Note 4. This loan bears 5% interest per annum.  

Other financial income  

Other financial income in the amount of EUR 3.634.233,89 during the financial year ended 31 December  

2024 comprise of the following:  

•

EUR 3.000.000,00 other financial income from the cancellation, against no consideration, of  

all outstanding 20.000.000 class B warrants held by the Sponsor, as part of the Business  

Combination and as described in Note 6; and  

•

EUR 634.233,89 other financial income from the recharge of excessive Business  

Combination transaction costs to SMG Holding S.à r.l., in accordance with the terms in the  

Business Combination Agreement and as described in Note 4.  

11. VALUE ADJUSTMENTS IN RESPECT OF FINANCIAL ASSETS AND OF INVESTMENTS  

HELD AS CURRENT ASSETS  

During the financial year ended 31 December 2024, the value adjustments amounted to  

EUR 90.990.769,21 (2023: nil) and were mainly represented by the impairment on investment in BigRep  

GmbH in the amount of EUR 73.018.119,00 and impairment on the Company’s own shares in the  

amount of EUR 18.001.155,78.  

12. STAFF  

During the financial year ended 31 December 2024, three members of the Board of Management  

involved in the day-to-day Management of the Company were considered as having an employment  

relationship with the Company for the period from August 2024 to December 2024. Part of their  

remuneration was covered by the Company while the remaining part was covered by BigRep GmbH.  

Consequently, expenses related to wages, salaries, and social security contributions were incurred in  

the amount of EUR 23.000,04 during the financial year then ended.  

- 33 -  

BigRep SE  

Notes to the annual accounts for the year ended 31 December 2024  

(Expressed in EUR)  

13. 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 year ended  

31 December 2024 (2023: nil).  

Directors fee expensed during the year amounted to EUR 407.400,14 (2023: EUR 378.750,00) (See  

Note 9). Wages expensed for members of Management during the year amounted to EUR 23.000,04  

(2023: nil).  

14. 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 year ended 31 December 2024 other than what is disclosed in Note 4.  

15. OFF-BALANCE SHEET COMMITMENTS  

The company granted at Business Combination a share subscription right to two Management Board  

members. The right is to subscribe for an aggregate of 157.000 Class A shares for 0,0548 Euro per  

share. The exercise dates are staged to 2027. No share subscription rights were exercised during 2024.  

16. SUBSEQUENT EVENTS  

In March 2025, an agreement between the Company and SMG Holding S.à r.l. was reached in  

accordance with which a payment of EUR 1 million was made by SMG Holding S.à r.l. to the Company  

to settle outstanding receivables and loans due by SMG Holding S.à r.l.. In accordance with the  

agreement reached, SMG Holding S.à r.l. also agreed to bear and settle on behalf of the Company EUR  

291.759 expenses incurred in relation to the Business Combination.  

Effective 31 March 2025, Dr. Reinhard Festag resigned as Managing Director of BigRep SE.  

On 30 May 2025, BigRep SE announced the conclusion of a legally binding restructuring agreement  

with its major shareholders to secure the Company’s liquidity and ensure sustainable financial stability.  

The restructuring package includes the following key measures:  

•

A cash capital increase of EUR 3.2 million under exclusion of shareholder subscription rights,  

fully underwritten by two major shareholders (de Krassny GmbH and HAGE Holding GmbH),  

who will subscribe to 4.571.428 new Class A shares.  

•

The capital increase is subject to a regulatory exemption from the Luxembourg financial  

supervisory authority (CSSF). Should the exemption not be granted, the committed  

shareholders have undertaken to provide the necessary liquidity through alternative means.  

•

Extension of existing shareholder loans until December 31, 2027, by BASF Venture Capital  

GmbH, Koehler Invest GmbH, and HAGE Holding GmbH, along with the commitment to  

convert these loans into equity (up to 1.269.582 Class A shares) or use them to otherwise  

relieve the balance sheet at maturity.  

•

An additional liquidity inflow of EUR 1.8 million through repayment of a previously settled  

shareholder loan by Koehler Invest GmbH.  

- 34 -  

BigRep SE  

Notes to the annual accounts for the year ended 31 December 2024  

(Expressed in EUR)  

Interest bearing loans with the interest rate of 6% p.a. were extended to the Company to provide interim  

financing until the aforementioned measures were implemented. In July 2025, the Company received  

an interest bearing loan of EUR 1.4 million from de Krassny GmbH, followed by an additional EUR 1.6  

million in September 2025. In the same month, the Company also secured an interest bearing loan of  

EUR 200 thousand from HAGE Holding GmbH.  

In July 2025, Supervisory Board Chairman Dr. Peter Smeets informed the company that he would be  

stepping down from his position on 31 August 2025. Florian Hampel, Deputy Chairman, will take over  

his duties. In accordance with the Articles of Association, there is no need to appoint a new Supervisory  

Board member immediately.  

In November 2025, the Company decided to issue a private placement of up to EUR 10 million in  

Convertible Notes to secure necessary financing. The notes entitle the holder to receive interest and,  

crucially, the option to convert the principal amount and accrued interest into the Issuer's Class A Public  

Shares at a predetermined Conversion Price of EUR 0.70 per share. Conversion can only occur during  

specified semi-annual Conversion Periods commencing in 2026, or if the Issuer elects to redeem the  

notes. The Convertible Notes shall mature on 31 December 2031. Early redemption is optional at the  

discretion of the Company or conversion at the request of the holder of the Convertible Note. The  

Convertible Notes bear interest at a rate of 8% p.a. The Convertible Notes are unsecured obligations  

and are subject to the Luxembourg law, with strict restrictions on their offer or sale to U.S. persons and  

retail investors in the EEA. The core investor, de Krassny GmbH, subscribed EUR 2 million in  

Convertible Notes. The existing interest-bearing loans of EUR 3 million, previously granted by de  

Krassny GmbH to the Company for the planned capital increase according to the restructuring  

agreement, were amended and restated to enable de Krassny GmbH to convert the loans into  

Convertible Notes. The Company and de Krassny GmbH intend to agree that the loans are represented  

by 3,000 Convertible Notes with amount of EUR 3 million, without novating the original obligations for  

all other parties of the original interest bearing loans.  

- 35 -