htg-2023-03-28-en

Profit and Loss Account


(in EUR)		Reference(s)		Current year		Previous year
1. Net turnover	1701		701		704.00
2. Variation in stocks of finished goods and in work in progress	1703		703		704.00
3. Work performed by the undertaking for its own purposes and capitalised	1705		705		706.00
4. Other operating income	1713		713		714.00
5. Raw materials and consumables and other external expenses	1671		671	(4,389,156.51)	672.00	(16,806,386.74)
a) Raw materials and consumables	1601		601		602.00
b) Other external expenses	1603	7	603	(4,389,156.51)	604.00	(16,806,386.74)
6. Staff costs	1605		605		606.00
a) Wages and salaries	1607		607		608.00
b) Social security costs	1609		609		610.00
i) relating to pensions	1653		653		654.00
ii) other social security costs	1655		655		656.00
c) Other staff costs	1613		613		614.00
7. Value adjustments	1657		657		658.00
a) in respect of formation expenses and of tangible and intangible fixed assets	1659		659		660.00
b) in respect of current assets	1661		661		662.00
8. Other operating expenses	1621	8	621	(579,787.49)	622.00	(671,229.09)
9. Income from participating interests	1715		715		716.00
a) derived from affiliated undertakings	1717		717		718.00
b) other income from participating interests	1719		719		720.00
10. Income from other investments and loans forming part of the fixed assets	1721		721		722.00
a) derived from affiliated undertakings	1723		723		724.00
b) other income not included under a)	1725		725		726.00
11. Other interest receivable and similar income	1727		727	186.92	728.00	15,860.30
a) derived from affiliated undertakings	1729		729		730.00	15,808.24
b) other income not included under a)	1731		731	186.92	732.00	52.06
12. Share of profit or loss of undertakings accounted for under the equity method	1663		663		664.00
13. Value adjustments in respect of financial assets and of investments held as current assets	1665	3,4	665	(320,559,746.00)	666.00	—
14. Interest payable and similar expenses	1627		627	(15,731,266.76)	628.00	(273,655.38)
a) concerning affiliated undertakings	1629		629		630.00	(3,945.22)
b) other interest and similar expenses	1631	9	631	(15,731,266.76)	632.00	(269,710.16)
15. Tax on profit or loss	1635		635		636.00
16. Profit or loss after taxation	1667		667	(341,259,769.84)	668.00	(17,735,410.91)
17. Other taxes not shown under items 1 to 16	1637		637	(12,732.70)	638.00	(4,815.00)
18. Profit or loss for the financial year	1669		669	(341,272,502.54)	670.00	(17,740,225.91)

Balance Sheet


(in EUR)		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	1111		107		108
C. Fixed assets	1109		109	833,297,994.59	110	1,088,636,518.22
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
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	1135	3	135	833,297,994.59	136	1,088,636,518.22
1. Shares in affiliated undertakings	1137		137	833,294,994.59	138	1,088,636,518.22
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	3,000.00	148
D. Current assets	1151		151	19,851,525.73	152	105,605,861.84
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	1163		163	20,152.43	164	7,735.00
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	1171		171		172
a) becoming due and payable within one year	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	1183		183	20,152.43	184	7,735.00
a) becoming due and payable within one year	1185		185	20,152.43	186	7,735.00
b) becoming due and payable after more than one year	1187		187		188
III. Investments	1189		189	18,218,356.53	190	102,692,447.53
Shares in affiliated undertakings	1191		191		192
2. Own shares	1209	4	209	18,218,356.53	210	102,692,447.53
3 Other investments	1195		195		196
IV. Cash at bank and in hand	1197		197	1,613,016.77	198	2,905,679.31
E. Prepayments	1199		199	719,254.96	200	688,981.82
Total (Assets)			201	853,868,775.28	202	1,194,931,361.88


(in EUR)		Reference(s)		Current year		Previous year
A. Capital and reserves	1301	5	301	851,845,687.24	302	1,193,118,189.78
I. Subscribed capital	1303		303	2,441,068.45	304	2,441,068.45
II. Share premium account	1305		305	1,097,265,857.10	306	1,097,265,857.10
III. Revaluation reserve	1307		307		308
IV. Reserves	1309		309	112,195,410.42	310	112,195,410.42
1. Legal reserve	1311		311		312
2. Reserve for own shares	1313		313	18,218,356.53	314	102,692,447.53
3. Reserves provided for by the articles of association	1315		315	280,065.00	316	280,065.00
4. Other reserves, including the fair value reserve	1429		429	93,696,988.89	430	9,222,897.89
a) other available reserves	1431		431	84,474,091.00	432
b) other non available reserves	1433		433	9,222,897.89	434	9,222,897.89
V. Profit or loss brought forward	1319		319	(18,784,146.19)	320	(1,043,920.28)
VI. Profit or loss for the financial year	1321		321	(341,272,502.54)	322	(17,740,225.91)
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	1435	6	435	2,023,088.04	436	1,813,172.10
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	6.71
a) becoming due and payable within one year	1357		357		358	6.71
b) becoming due and payable after more than one year	1359		359		360


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	1367	367	1,386,732.73	368	1,338,845.22
a) becoming due and payable within one year	1369	369	1,386,732.73	370	1,338,845.22
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	1379	379	160,074.94	380	346,217.49
a) becoming due and payable within one year	1381	381	160,074.94	382	346,217.49
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	1451	451	476,280.37	452	128,102.68
a) Tax authorities	1393	393	117,974.28	394	4,815.00
b) Social security authorities	1395	395		396
c) Other creditors	1397	397	358,306.09	398	123,287.68
i) becoming due and payable within one year	1399	399	358,306.09	400	123,287.68
ii) becoming due and payable after more than one year	1401	401	—	402	—
D. Deferred income	1403	403		404
Total (CAPITAL, RESERVES AND LIABILITIES)		405	853,868,775.28	406	1,194,931,361.88

Notes to the Annual Accounts for the year ended December

31, 2022 (Expressed in EUR)

1. General

HomeToGo SE (formerly known as Lakestar SPAC I SE) was incorporated in Luxembourg as a société

européenne (“SE”) on November 26, 2020, subject to the Luxembourg law of August 10, 1915 on commercial

companies for an unlimited period of time. The Company has its registered office at 9, rue de Bitbourg, L-1273

Luxembourg. The Company is registered with the “Registre de Commerce et des Sociétés” (“RCS”) in

Luxembourg under the number B249273 on December 4, 2020. The Company is a listed entity with its Class A

Shares traded in the regulated market of Frankfurt Stock Exchange under the symbol "HTG" since February 22,

2021. Likewise, the Company’s Class A Warrants are also traded on the open market of the Frankfurt Stock

Exchange under the symbol “HTGW”.

The Company’s purpose was the acquisition of one operating business with principal business operations in a

member state of the European Economic Area or the United Kingdom or Switzerland that is based in the

technology sector with a focus on the sub-sectors software as a service (SaaS), Fintech, transportation, and

logistics, health tech and deep tech through a merger, capital stock exchange, share purchase, asset

acquisition, reorganization or similar transaction (the “Business Combination”).

After the closing of the Business Combination, the Company’s purpose shall be as from such time, the creation,

holding, development and realization of a portfolio, consisting of interests 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 the 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 the 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 considers useful for the accomplishment of these purposes.

The Company’s financial year runs from January 1 to December 31.

The Company also prepares consolidated financial statements which are published under International

Financial Reporting Standards as adopted by the European Union.

2. Summary of significant accounting policies

2.1. Basis of preparation

These annual accounts have been prepared in conformity with applicable legal and statutory requirements in

Luxembourg under the historical cost convention and on a going concern basis.

The accounting and valuation methods are determined and implemented by the Management Board, apart

from the regulations of the law of December 19, 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.

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;

•Debts 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 only recognized if 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. Other

loans held as fixed assets are valued at nominal value.

In case of durable decline in value according to the opinion of the Management Board, impairments 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 impairments are reversed 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 ceased to apply.

2.2.6 Own shares

Own shares are initially measured at acquisition cost and recognized as an asset with a corresponding non-

distributable reserve created from share premium. 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.

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 on account is greater than

the amount received, 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 Operating income and expenses

Income and expenses are accounted for on an accrual basis.

2.2.11 Income tax

The Company is subject to income taxes in Luxembourg.

2.3. Comparative figures

The figures for the year ended December 31, 2021 related to other available reserves have been reclassified to

other non-available reserves to ensure comparability with the figures for the year ended December 31, 2022.

3. Financial assets

Movements in financial assets during the financial year are as follows:


(in EUR)	Shares in affiliated Undertakings	Other loans	Total
Gross book value – opening balance	1,088,636,518.22	—	1,088,636,518.22
Additions for the year	6,350,292.60	3,000.00	6,353,292.60
Merger impact	(528,281.23)	—	(528,281.23)
Repayments for the year	(3,000,000.00)	—	(3,000,000.00)
Gross book value – closing balance	1,091,458,529.59	3,000.00	1,091,461,529.59

Accumulated value adjustment – opening balance	—	—	—
Allocation of value adjustments for the year	(258,163,535)	—	(258,163,535.00)
Reversals of value adjustments for the year	—	—	—
Accumulated value adjustment – closing balance	—	—	—

Net book value – opening balance	1,088,636,518.22	—	1,088,636,518.22
Net book value – closing balance	833,294,994.59	3,000.00	833,297,994.59

Shares in affiliated undertakings

On March 29, 2022, the Company merged with the subsidiary LS I Advisors GmbH & Co. KG via accretion. The

Company had assumed all the assets and liabilities LS I Advisors GmbH & Co. KG.

On March 30, 2022, HomeToGo GmbH and LS I Advisors Verwaltungs GmbH entered into a merger agreement,

in which HomeToGo GmbH has acquired all the assets and liabilities effective December 31, 2021.

On March 31, 2022, the Company issued 700,000 Class A Shares from the treasury shares as part of the

consideration to acquire of e-domizil GmbH via HomeToGo GmbH. The cost of the class A Shares issued is

EUR 1,957,900.00.

On June 1, 2022, the Company issued 452,148 Class A Shares from the treasury shares as part of the

consideration to acquire SECRA GmbH and SECRA Bookings GmbH via HomeToGo GmbH. The fair value of the

class A Shares issued is EUR 1,862,849.76.

On August 18, 2022, HomeToGo GmbH repaid EUR 3,000,000.00 from its capital reserves to the Company.

Subsequent to the business combination completed on September 21, 2021, the claims under the virtual

options provided by HomeToGo GmbH to certain beneficiaries are to be settled in exchange of the Company’s

shares. During the year, the Company issued 1,055,640 Class A Shares from its treasury shares with a value of

EUR 2,529,542.84 as settlement of the virtual options. This resulted in a claim of the Company against

HomeToGo GmbH equivalent to the value of the settlement. On December 22, 2022, the Company and

HomeToGo GmbH entered in a waiver agreement to release HomeToGo GmbH from its debt. The waiver of

debt was considered as contribution to the capital reserves of HomeToGo GmbH.

Shares in affiliated undertakings in which the Company holds at least 20% share capital are as follows:

Name of

undertakings

Registered

office

Ownership %/

Contribution

Cost of

acquisition

(in EUR)

Last

balance

sheet date

Net equity as

at 31.12.2022

(in EUR)

Profit/(Loss) as

at 31.12.2022

(in EUR)

HomeToGo

GmbH

Pappelallee

78/79, 10437

Berlin, Germany

100%

1,091,458,529.59

31.12.2022

253,921,583.50

(55,800,997.61)

(*)Unaudited

The Management Board identified a permanent value adjustment within financial assets for the year ended

December 31, 2022. Therefore, an adjustment impairment of the financial assets amounting to EUR

258,163,535.00 has been recognized.

4. Own shares

On September 21, 2021, the Company redeemed 10,061,942 Class A Shares at EUR 10.00 per share as

requested by the shareholders in connection with the HomeToGo Business Combination.

On the same date, the Company redeemed 207,372 Class A Shares (formerly Class B1 Shares) with respect to

the Additional Sponsor Subscription for an amount of EUR 2,073,027.53 that was used to cover the negative

interest on the escrow.

During the year, the Company transferred 1,152,148 Class A Shares from the treasury shares at issuance cost of

EUR 11,521,480.00, as part of the acquisition of certain companies via HomeToGo GmbH (note 3). The

Company also transferred 1,055,640 Class A Shares from treasury shares at issuance cost of EUR 10,556,400.00

in settlement of the virtual options of HomeToGo GmbH (note 3).

As at December 31, 2022, the Company has EUR 18,218,357.53 in treasury represented by 8,061,526 Class A

Shares (2021: EUR 102,692,447.53; 10,269,314 Class A Shares).

The Management Board identified a permanent value adjustment within the own shares for the year ended

December 31, 2022. Therefore, an impairment of the own shares amounting to EUR 62.396.211,00 has been

recognized.

5. Capital and reserves

Movements during the year are as follows:


(in EUR)	Subscribed capital	Share premium account	Reserve for own shares	Other reserves available for distribution	Reserves provided for by the articles of association	Other non- available reserves	Profit or loss brought forward	Profit or loss for the financial year	Total
Opening balance	2,441,068.45	1,097,265,857.1	102,692,447.53	—	280,065	9,222,897.89	(1,043,920.28)	(17,740,225.91)	1,193,118,189.78
Other movements*	—	—	(84,474,091.00)	84,474,091.00	—	—	—	—	—
Allocation of previous year’s results to profit or loss brought forward	—	—	—	—	—	—	(17,740,225.91)	17,740,225.91	—
Results for the financial year	—	—			—	—	—	(341,272,502.54)	(341,272,502.54)
Closing balance	2,441,068.45	1,097,265,857.10	18,218,356.53	84,474,091.00	280,065.00	9,222,897.89	(18,784,146.19)	(341,272,502.54)	851,845,687.24

*Reserve for own shares was aligned to the value of own shares, following movements occurred during the period (refer to note 4 Own shares and note 3 Financial assets

Subscribed Capital and Share premium

As at December 31, 2022, the subscribed capital of the Company amounts to EUR 2,441,068.45 represented by

122,555,649 Class A Shares, 2,291,667 Class B2 Shares and 2,291,666 Class B3 Shares, without nominal value.

The authorized capital, excluding the issued share capital, is set at EUR 8,811,571.55 consisting of 458,996,018

Class A Shares.

Convertible Class B Shares

Upon and following the completion of the Business Combination, the Class B Shares existing at that point in

time shall automatically be converted to Class A Shares, on the ratio of one to one, as follows:

i.Class B1 Shares converted into Class A Shares on the trading day following the consummation of the

Business Combination;

ii.Class B2 Shares converted into Class A Shares on the date, post consummation of the Business

Combination, on which the closing price of the Class A Shares for any 10 trading days within a 30 day

trading period exceeds EUR 12.00 and;

iii.Class B3 Shares converted into Class A Shares on the date, post consummation of the Business

Combination, on which the closing price of the Class A Shares for any 10 trading days within a 30 day

trading period exceeds EUR 14.00.

The Class B1 Shares were converted to Class A Shares during the year ended December 31, 2021. The Class B

Shares are not listed on a stock exchange.

Class A Shares

Class A Shares are listed in the Frankfurt Stock Exchange and have an International Securities Identification

Number of LU2290524383.

Share premium

During the year, no movement on the share premium account occurred.

Legal reserve

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 for own shares

The Company purchased its own shares during the year 2021 as shown in balance sheet as Own shares (note

4). Accordingly, the Company has provided a non-distributable reserve in accordance with the Luxembourg law

for an amount equivalent to the acquisition cost.

The amount of the reserve for own shares decreased for an amount of EUR 11,521,480.00 during the year due

to the reissuance of treasury shares in order to allow the acquisition of e-domizil GmbH, SECRA GmbH and

SECRA Bookings GmbH by HomeToGo GmbH (note 3). The amount of the reserve is also decreased for an

amount of EUR 10,556,400.00 due to the settlement of virtual options (note 3). Moreover, an impairment of

EUR 62,396,211 has been recognized (note 4). The reserves for own shares was accordingly aligned to the final

value of own shares as of December 31, 2022, EUR 18,218,357.00.

Reserves provided for by the articles of association - Warrant reserve

Pursuant to Article 31 of the Articles of Association, the Management Board shall create a specific reserve in

respect of the exercise of any Class A Warrants or Class B Warrants issued by the Company and allocate and

transfer sums contributed to the share premium and/or any other distributable reserve of the Company to such

Warrant Reserve. The Management Board may, at any time, fully or partially convert amounts contributed to

such Warrant Reserve to pay for the subscription price of any Class A Shares to be issued further to an exercise

of Class A Warrants or Class B Warrants issued by the Company. Only in case of failure by the Company to

secure a Business Combination before the expiry of the imparted time, the Warrant Reserve may be used for

redemption of Class A Shares, in case where other available reserves are not sufficient. The Warrant Reserve is

not distributable or convertible prior to the exercise, redemption or expiration of all outstanding Class A

Warrants and Class B Warrants and may only be used to pay for the Class A Shares issued pursuant to the

exercise of such Class A Warrants and Class B Warrants; thereupon, the Warrant Reserve will be a distributable

reserve.

On February 15, 2021, the Management Board resolved to allocate EUR 280,065.00 to the warrant reserve.

Other reserves available for distribution

During the year, the amount of other reserves available for distribution increased for an amount of EUR

11,521,480.00 during the year due to the reissuance of treasury shares in order to allow the acquisition of e-

domizil GmbH, SECRA GmbH and SECRA Bookings GmbH by HomeToGo GmbH (note 3). The amount of the

reserve is also decreased for an amount of EUR 10,556,400.00 due to the settlement of virtual options (note 3).

Other reserves

Other reserves refer to the Class A and B Warrants.

Class A Warrants

On February 19, 2021, the Company issued 9,166,666 Class A Warrants together with the redeemable Class A

Shares (together, as “unit”) for an aggregate price of EUR 10.00 per unit. Class A Warrants has ISIN of

LU2290524383. Each Class A Warrants 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 2022 and 2021, the value of the other reserves related to Class A Warrants is EUR

91,666.66.

Class A Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon

exercise of the Class A Warrants. Class A Warrants will become exercisable 30 days after the completion of a

Business Combination. Class A Warrants expire five years from the date of the consummation of the Business

Combination, or earlier upon redemption or liquidation. The Company may redeem Class A Warrants upon at

least 30 days’ notice at a redemption price of EUR 0.01 per Class A Warrant (i) if the closing price of its Class A

Shares for any 20 out of the 30 consecutive trading days following the consummation of the Business

Combination equals or exceeds EUR 18.00 or (ii) if the closing price of its Class A Shares for any 20 out of the 30

consecutive trading days following the consummation of the Business Combination equals or exceeds EUR

10.00 but is below EUR 18.00, adjusted for adjustments to the number of Class A Shares issuable upon exercise

or the exercise price of Class A Share as described in the prospectus. Holders of Class A Warrants may exercise

them after the redemption notice is given.

Class B Warrants

On February 18, 2021, the Company issued 5,333,333 Class B Warrants at a price of EUR 1.50 per warrant. The

proceeds from the Class B Warrants are used to finance the Company’s working capital requirements, private

placement and listing expenses (except for fixed deferred listing commission). The Founders agreed to set off

EUR 1,500,000.00 of the shareholder loan (note 6) against the subscription price of the warrants. The Founders

paid an additional subscription price of EUR 3,200,000.00 to cover the remuneration of the members of the

Management Board of the Company and due diligence costs in relation to the Business Combination. The

excess portion of the additional subscription price was repaid to the Founders subsequent to the

consummation of HomeToGo Business Combination amounting to EUR 2,068,944.19.

On February 19, 2021, the Company issued 260,000 redeemable Class B1 Shares together with 86,666 Class B

Warrants, for an aggregate price of EUR 2,600,000.00 (“Additional Sponsor Subscription”). The proceeds from

this Additional Sponsor Subscription is used to cover the negative interest, if any on the cash held in escrow.

The excess portion of the Additional Sponsor Subscription remaining after the consummation of the Business

Combination was repaid to the Founders through the redemption of the respective Class B1 Shares (note 4)

and Warrants.

As at December 31, 2022 and 2021, the value of the other reserves related to Class B Warrants is EUR

9,131,231.23.

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 Founders 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 becoming due and payable within one year are composed of the following:


(in EUR)	31.12.2022	31.12.2021
Trade creditors and accruals	1,386,732.73	1,338,845.22
Other creditors	476,280.97	128,287.68
- Payable to tax authorities	117,974.28	4,815.00
- Payable to directors	339,288.28	123,287.68
- Other Creditors	19,018.41	—
Payable to related party	160,074.94	346,217.49
Amounts owed to credit institutions	—	6.71
Total	2,023,088.64	1,813,172.10

7. Other external expenses

Other external expenses are composed of:


(in EUR)	2022	2021
Consulting, advisory fees and other professional fees	1,107,335.23	1,475,398.44
Accounting and administration fees	1,030,349.46	1,429,923.42
Audit fees	790,138.42	1,604,657.79
Other insurance	657,933.28	273,232.28
Legal fees	587,341.78	1,845,255.76
Listing and agency fees	91,578.35	519,901.24
Travel expenses	69,077.41	—
Bank fees	34,416.27	23,176.11
Other miscellaneous external charges	23,463.38	—
Rent	19,513.14	5,265.00
Underwriting fees	—	9,000,000.00
Negative interest on the bank accounts	—	629,576.70
Merger impact (note 3)	(21,990.21)	—
Total	4,389,156.51	16,806,386.74

The total audit fees paid are as follows:


(in EUR)	2022	2021
Statutory audit of the annual accounts	790,138.42	651,810.51
Audit-related fees	—	707,147.28
Other fees	—	245,700.00
Total	790,138.42	1,604,657.79

8. Other operating expenses

Other operating expenses are composed of:


(in EUR)	2022	2021
Supervisory board fees	378,184.93	496,499.88
CSSF fees	109,999.98	161,972.52
Non-refundable VAT	91,503.98	—
Other operating charges, etc.	98.60	149.77
Supervisory board's expenses	—	12,606.92
Total	579,787.49	671,229.09

9. Other interest and similar expenses

Other interest and similar expenses are composed of:


(in EUR)	2022	2021
Loss on disposal of own shares	15,727,587.40	—
Negative interests	3,580.55	269,406.43
Foreign exchange losses	98.81	303.73
Total	15,731,266.76	269,710.16

As at December 31,2022, the company recognized a loss related to the reissuance of 2,207,788 own shares. The

Company reissued the own shares for lower price than the acquisition cost. This difference is recognized as a

loss in the profit and loss statement. As at December 31, 2022, the Company incurred negative interest on its

bank account of EUR 3,580.55 (2021: 269.406,43). The remaining amount refers to foreign exchange losses.

10. Staff

The Company did not employ any staff during the financial year ended on December 31, 2022 (2021: nil).

11. Emoluments granted to the members of the Management and

Supervisory Board and commitments in respect of retirement

pensions for former members of those bodies

The Company granted EUR 378,184.93 to members of its Supervisory Board during the financial year ended on

December 31, 2022 (2021: EUR 496,499.88). The Company did not grant any emoluments and has no

commitments in respect of retirement pensions to members of its Management Board during the financial year

ended on December 31, 2022 (2021: nil).

12. Advances and loans granted to the members of the Management

and Supervisory Board


Luxembourg, March 29, 2023
Management Board of HomeToGo SE



Dr. Patrick Andrae			Wolfgang Heigl
Co-Founder & CEO			Co-Founder & CSO



Valentin Gruber			Steffen Schneider
COO			CFO


	Page
Annual Accounts	1
Profit and Loss Account	3
Balance Sheet	4
Notes to the Annual Accounts	7
1. General	7
2. Summary of significant accounting policies	7
3. Financial assets	10
4. Own shares	11
5. Capital and reserves	12
6. Creditors	15
7. Other external expenses	15
8. Other operating expenses	16
9. Other interest and similar expenses	16
10. Staff	16
11. Emoluments granted to the members of the Management and Supervisory Board and commitments in respect of retirement pensions for former members of those bodies	16
12. Advances and loans granted to the members of the Management and Supervisory Board	16
13. Off balance sheet commitments	17
14. Subsequent events	17
Responsibility Statement of the Management Board	18
Independent auditor’s report	19