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Younited Financial S.A.
Annual Report
For the year ended
December 31, 2024
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Table of Contents
5.2
5.4
Composition of the Leadership Team.............................................................................................. 37
Employees ...................................................................................................................................... 39
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Management Report 2024
YOUNITED FINANCIAL
MANAGEMENT REPORT
YOUNITED FINANCIAL
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Management Report 2024
SECTION 1 Presentation of Younited Financial S.A.
Younited Financial S.A. (hereinafter referred to as ‘the Company’) is a public limited liability company (socié
anonyme) existing under the laws of the Grand Duchy of Luxembourg. The Company was initially incorporated
as a special-purpose acquisition company (SPAC) under the laws of the Cayman Islands. Its primary objective
was to execute a business combination such as a merger, share exchange, asset acquisition, or
reorganization with a company operating in the financial services sector in Europe. Until the Business
Combination, its activities were primarily focused on organizational structuring, identifying potential target
companies, and preparing and executing its Initial Public Offering (IPO) and the subsequent Business
Combination.
On December 20, 2024 (the ‘Closing Date’), the Company completed the acquisition of Younited S.A. under
the terms of the Business Combination Agreement signed on October 7, 2024 (as amended on November 29,
2024) and after the Company converted on December 12, 2024 to a public limited liability company (socié
anonyme) under the laws of Luxembourg without disruption of its legal personality.
With the acquisition, the Company and Younited S.A. now form a group (referred to as "Younited" or "the
Group"), combining their strengths to expand across Europe.
The purpose of the Company shall be the acquisition, holding, management, development and disposal of
participations and any interests, in Luxembourg and/or abroad, in any companies and/or enterprises in any
form whatsoever. The Company may, in particular, acquire by subscription, purchase and exchange or in any
other manner any stock, shares and other participation securities, bonds, debentures, certificates of deposit
and other debt instruments and more generally, any securities and financial instruments issued by any public
or private entity in the Grand Duchy of Luxembourg and abroad and, in particular, but not limited to in entities
active in the financial and/or technology sector. It may participate in the creation and control of any company
and/or enterprise. It may further invest in the acquisition and management of a portfolio of patents or other
intellectual property rights of any nature or origin.
SECTION 2 Operational and Financial Review
2.1
Components of Results of Operations
Net gains (losses) on financial liabilities at FVTPL
Net gains (losses) on financial liabilities at FVTPL consist of changes in fair value from financial liabilities
classified at FVTPL
Net gains (losses) on financial instruments derecognized
Net gains (losses) on financial instruments derecognized consist of the difference between the carrying amount
of a financial instrument derecognized and the consideration paid or received (including any non-cash financial
instrument).
Interest income and expense
Interest income and expense comprise income and expense from financial instruments classified at amortized
costs and calculated using the effective interest rate.
Other operating expenses
Other operating expenses are recognized in profit or loss when incurred. They include external services, fees,
travel expenses, communication costs, office expenses, insurance premiums, and other operational costs.
Expenses are recorded on an accrual basis, reflecting the consumption of services or the benefit received
during the period.
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Other operating expenses also comprise share-based expenses which are recorded according to IFRS 2.
Share-based expenses and are recognized over the period in which the performance and/or service conditions
are fulfilled. Equity-settled share-based expenses are recognized with a corresponding entry in Other reserves
and retained earnings whereas cash-settled share-based payment expenses are recognized with a
corresponding entry in Other liabilities.
Income tax expense
Income tax comprise current and deferred tax. Income tax is recognized except to the extent that it relates to
items recognized directly in equity, in which case it is recognized in equity. Current tax liability is based on the
standalone income or loss of the Company reported under local accounting regulations adjusted for
appropriate permanent and temporary differences. Deferred tax is calculated based on temporary differences
between the carrying amount of assets and liabilities for financial reporting purposes and for taxation purposes
using tax rates enacted or substantially enacted in the expected period of settlement of deferred tax. A deferred
tax asset is recognized only if it is probable that sufficient future taxable profits will be available to utilize the
asset.
2.2
Key events of the period
Investment in Younited S.A.
After an extensive screening process and negotiations, Younited SA (“Younited”) was identified as the most
suitable target for a Business Combination by the Company and following due diligence and shareholders’
approvals, a Business Combination Agreement (‘BCA’) was signed on October 7, 2024, and the Business
Combination was closed on December 20, 2024 (the ‘Closing Date’).
Pursuant to the BCA, 16,100,000 Ordinary shares held by the Company investors have been redeemed for an
overall amount of €173 million, 9,002,780 new Ordinary shares have been issued and subscribed by the
Sponsor of the Company and SRP Management, for an overall cash amount of €82 million. The Company
then subscribed to a capital increase of Younited for an overall amount of €135 million. Simultaneously,
Younited shareholders contributed their shares in exchange for 24,673,031 Ordinary shares and 3,655,219
Class B shares of the Company newly issued resulting in the Company holding 95.87% of Younited Ordinary
shares.
Additionally the Company entered into a put/call agreement with managers of Younited upon completion of
which they will contribute their remaining shares of Younited in exchange for up to 630,531 Ordinary Shares
and 973,713 Class C shares newly issued.
Transfer of the registered office from the Cayman Islands to Luxembourg
The shareholder meeting held December 12, 2024 approved the transfer of the Company registered office
from the Cayman Islands to the Grand Duchy of Luxembourg. Based on an analysis performed by the
management, the functional currency has been changed as of the Closing Date, from US Dollar to Euro as (i)
the Company registered office is now in a country of the euro zone and (ii) since the completion of the Business
Combination with Younited S.A. Company’s economic environment will be predominantly denominated in euro.
The effect of the change of functional currency has been treated prospectively from December 20, 2024 and
all line items of the Statements of Comprehensive Income and Financial Position as of this date have been
converted using the European Central Bank (‘ECB’) EUR/USD rate as of December 20, 2024 (the Business
Combination date). Comparative periods figures presented in these financial statements and accompanying
notes have been converted to the new functional currency using the ECB EUR/USD rate as of the Business
Combination date.
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2.3
Results of operations
The following table sets forth Younited’s results of operations for the years ended 31 December 2024 and 31
December 2023.
Twelve-month period
Variation
ended December 31,
Change
(k€)
Change
(%)
2024
2023
(in € thousands)
Net gains (losses) on financial liabilities at fair value
through profit or loss
(10,423)
525
776
(11,199)
525
(1,442.5)
n.a.
Net gains (losses) on financial instruments derecognised
Interest income from Escrow Account
Interest expense from financial liabilities due to affiliates
Net gains (losses) on investments in subsidiaries
Other financial result
-
11,568
(13,854)
-
11,259
(10,876)
-
(309)
2,978
-
(3)
(21)
n.a.
232
25
207
826
Financial result
(9,283)
(51,503)
(60,786)
-
(1,485)
(3,408)
(4,893)
-
(7,798)
(48,095)
(55,893)
-
525
Other operating expenses
1,411
1,142
n.a.
(Loss) / Profit before income tax
Income tax expense
NET (LOSS) / PROFIT FOR THE PERIOD
(60,786)
(4,893)
(55,893)
1,142
TOTAL COMPREHENSIVE (LOSSES) / INCOME FOR THE
PERIOD
(60,786)
(4,893)
(55,893)
1,142
Financial Result
Twelve-month period
ended December 31,
Variation
Change
(k€)
Change
(%)
2024
2023
(in € thousands)
Net gains (losses) on financial liabilities at fair value
through profit or loss
(10,423)
525
11,259
(10,876)
-
776
(11,199) (1,442.5)
Net gains (losses) on financial instruments derecognised
Interest income from Escrow Account
Interest expense from financial liabilities due to affiliates
Net gains (losses) on investments in subsidiaries
Other financial result
-
11,568
(13,854)
-
525
(309)
2,978
-
n.a.
(2.7)
(21.5)
n.a.
232
25
207
826.4
525.1
Financial result
(9,283)
(1,485)
(7,798)
Financial result decreased by €7,798 thousand, from €(1,485) thousand for the twelve-month period ended
December 31, 2023, to €(9,283) thousand for the twelve-month period ended December 31, 2024. This is
mainly due to the decrease in net gains (losses) on financial liabilities at fair value through profit or loss
(FVTPL), which declined by €11,199 thousand, from €776 thousand for the twelve-month period ended
December 31, 2023, to €(10,423) thousand for the twelve-month period ended December 31, 2024. This
variation reflects the increase in the fair value of financial liabilities held at FVTPL, particularly in relation to
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warrants, which significantly increased following the completion of the Business Combination.
Other operating expenses
Twelve-month period
ended December 31,
Variation
Change
(k€)
Change
(%)
2024
2023
(in € thousands)
Other operating expenses
(51,503)
(3,408)
(48,095)
1,411.2
Other operating expenses increased by €48,095 thousand, from €3,408 thousand in 2023 to €51,503 thousand
in 2024. This rise was primarily driven by transaction costs incurred in the context of the business combination,
amounting to €18,087 thousand, as well as a share-based payment expense of €32,221 thousand related
primarily to the conversion of Sponsor Shares to Ordinary Shares of the Company.
Net (loss) profit for the period
Twelve-month period
Variation
ended December 31,
Change
(k€)
Change
(%)
2024
2023
(in € thousands)
Net (loss) profit for the period
(60,786)
(4,893)
(55,893)
1,142.3
As a result of the above, loss of the period decreased by €55,893 thousand, from €(4,893) thousand for the
year ended 31 December 2023, to €(60,786) thousand for the year ended 31 December 2024.
2.4
Liquidity and Capital Resources
The purpose of the liquidity management function is to ensure that the Company has funds available to fund
its working capital.
2.4.1 Summary of Cash Flows
The following table sets forth Younited’s statements of cash flows for the years ended 31 December 2024, 31
December 2023.
Twelve-month period
ended December 31,
2024
2023
(in € thousands)
Cash flows from operating activities
Profit (loss) for the period
(60,786)
(4,893)
Adjustments to reconcile net (loss) / profit for the year to net cash from
operating activities
Increase in or Decrease in:
82
Other receivables
82
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220
338
Accounts payable
17,362
1,426
Accounts payable and accrued expenses due to affiliates
Adjustments for:
13,854
-
Interest expense from financial liabilities
Share-based payment expense
10,876
32,221
(776)
Net gains (losses) on financial liabilities at fair value through profit or loss
10,423
-
-
Net gains (losses) on financial instruments derecognised
Foreign exchange gains (losses)
(525)
41
NET CASH FROM OPERATING ACTIVITIES
11,121
8,825
Cash flows from investing activities
Deposit of share capital increase proceeds into escrow account
Deposit of interest income into Escrow Account
(82,230)
(11,259)
-
(11,568)
Withdrawal of redeemed ordinary shares from the escrow account
Subscription in a capital increase of Younited from the escrow account
Investment in Younited
173,222
134,525
(134,525)
18,172
-
-
-
-
Escrow account release
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
97,904
(11,568)
Cash flows from financing activities
Redemption of Ordinary Shares
(173,222)
82,230
-
-
Proceeds from capital increase
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
(90,991)
-
Net change in cash
18,034
363
(2,743)
3,105
-
Cash at beginning of year
Effects of exchange rate fluctuations on cash and cash equivalents
Cash at end of year
-
18,396
363
Net cash from operating activities
Net cash from operating activities amounted to €11,121 thousand in 2024, compared to €8,825 thousand in
2023. This increase was primarily driven by the rise in accounts payable for €17,362 thousand and accrued
expenses due to affiliates for €1,426 thousand, which contributed to a higher cash inflow. Additionally, non-
cash expense adjustments, notably the share-based payment expense of €32,221 thousand and net losses
on financial liabilities at fair value through profit or loss of €10,423 thousand further contributed to the positive
cash flow from operating activities. These effects were partially offset by net gains on financial instruments
derecognized for €525 thousand in 2024.
Net cash provided by (used in) investing activities
Net cash from investing activities amounted to €97,904 thousand in 2024, compared to a net cash outflow of
€(11,568) thousand in 2023. This significant variation is mainly attributable to the release of funds from the
Escrow Account to fund (i) the investment in Younited for €134,525 thousand and (ii) the redemption for cash
of Ordinary Shares as part of the Business Combination for €173,222 thousand. These outflows were partially
offset by the release of €18,172 thousand from the Escrow Account.
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Net cash provided by (used in) financing activities
Net cash used in financing activities totaled €(90,991) thousand in 2024. This resulted primarily from the
redemption of Ordinary Shares for €(173,222) thousand, partially offset by proceeds from the capital increase
of €82,230 thousand, which was linked to the backstop agreement.
2.5
Balance Sheet
The Group’s balance sheet as of the specified dates are set out below:
Younited’s balance sheets as of the specified dates are set out below:
As at December 31,
2024 2023
(in € thousands)
Assets
Non-current assets
Investment in subsidiary
Total non-current assets
Current assets
329,254
329,254
-
-
Cash
Escrow Account
Other receivables
18,396
363
236,471
82
-
-
Total current assets
TOTAL ASSETS
18,396
347,650
236,916
236,916
Shareholders' equity
Share capital
Share premium
Retained earnings and other reserves
Net (loss) / profit for the period
TOTAL SHAREHOLDERS' (DEFICIT) / EQUITY
Liabilities
691
340,376
37,101
(60,786)
317,383
1
24
3,590
(4,893)
(1,279)
Non-current liabilities
Units
Ordinary shares
Financial liabilities at fair value through profit or loss
Total non-current liabilities
Current liabilities
-
-
-
179,435
57,323
213
-
236,972
Accounts payable
18,087
-
12,181
30,268
30,268
347,650
725
499
Accounts payable and accrued expenses due to affiliates
Financial liabilities at fair value through profit or loss
Total current liabilities
TOTAL LIABILITIES
-
1,224
238,195
236,916
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES
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2.5.1 Assets
Younited’s assets as of the specified dates are set out below:
As at December 31,
2024 2023
(in € thousands)
Assets
Non-current assets
Investment in subsidiary
Total non-current assets
Current assets
329,254
329,254
-
-
Cash
18,396
363
236,471
82
236,916
236,916
Escrow Account
Other receivables
Total current assets
TOTAL ASSETS
-
-
18,396
347,650
Pursuant to the Business Combination the company subscribed to a capital increase of Younited for an overall
amount of €135 million. Simultaneously, Younited shareholders contributed their shares of Younited to the
Company resulting in the Company holding 95.87% of Younited shares at the closing of the Business
Combination. As at December 31,2024 the company holds interest in Younited for an amount of €329,254
thousand.
Cash balance results from the business combination. It was released from the Escrow account to cover the
transaction costs. It is composed of on-demand deposits with major financial institutions. As of December 31,
2024, it amounts to €18,396 thousand.
Escrow Account balance went down to zero from €236,471 thousand following the completion of the Business
combination and the subscription to a capital increase of Younited.
2.5.2 Equity and liabilities
Younited’s liabilities and capital as of the specified dates are set out below:
As at December 31,
(in € thousands)
2024
2023
Liabilities
Non-current liabilities
Units
Ordinary shares
Financial liabilities at fair value through profit or loss
Total non-current liabilities
Current liabilities
-
-
-
-
179,435
57,323
213
236,972
Accounts payable
18,087
-
12,181
30,268
30,268
347,650
725
499
Accounts payable and accrued expenses due to affiliates
Financial liabilities at fair value through profit or loss
Total current liabilities
TOTAL LIABILITIES
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES
-
1,224
238,195
236,916
Accounts payable increased to €18,087 thousand from €725 thousand and relate to the transaction costs.
Upon completion of the Business Combination, all units representing an amount of €179,435 thousand have
been redeemed against Ordinary shares and Public Warrants, resulting in their derecognition from the
statement of financial position.
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Upon completion of the Business Combination, Ordinary shares for an amount of €57,323 thousand lost their
redeemable nature, and consequently the financial liability was derecognized and converted into equity.
Financial liabilities at fair value through profit or loss comprise (i) Public Warrants liabilities at FVTPL and (ii)
Sponsor Warrants liabilities at FVTPL which fair value increased in the context of the Business Combination
for an aggregate amount of €12,181 thousand as at December 31, 2024.
SECTION 3 Principal Risks
The risks detailed below are risks to which the Company is indirectly exposed through Younited S.A. (in the
section hereinafter ‘Younited’) its sole subsidiary which is the main investment of the Company.
3.1
Risks related to the Younited’s Business Model
Macroeconomic, Political and Financial Environment
The Company’s business operations may be adversely impacted by political events, terrorism, military
conflict or acts of war, cyber-attacks, public health issues, natural disasters, severe weather, climate
change, infrastructure failure or outage, labour disputes and other business interruptions.
Younited’s business operations are subject to interruption by, among other things, political events, terrorism,
military conflict or acts of war (including the conflicts in Ukraine and the Middle East), cyber-attacks, public
health issues (such as the COVID-19 pandemic), natural disasters, severe weather, infrastructure failure or
outages (including power outages), labour disputes and other events which could: (i) decrease demand for
Younited’s products and services, (ii) adversely affect the macroeconomy and/or customers or (iii) make it
difficult or impossible for Younited to deliver a satisfactory experience to Younited’s customers.
Any such events could also affect Younited by impacting the stability of Younited’s deposit base, impairing the
ability of Younited’s borrowers to repay their outstanding loans, causing significant property damage and/or
resulting in loss of revenue and/or cause Younited to incur additional expenses.
Any economic downturn or other changes in macroeconomic conditions affecting Younited’s industry could
result in a decline in the Younited’s revenue, which could in turn have a material adverse effect on the
Younited’s business, results of operations, financial condition or prospects.
Younited’s revenue is impacted by the general economy, the creditworthiness of the European Union
consumers and the financial performance of its partners.
Younited’s business, the consumer financial services industry and Younited’s partners’ businesses are
sensitive to macroeconomic conditions. Economic factors such as interest rates, changes in monetary and
related policies, market volatility, inflationary conditions, consumer confidence and unemployment rates are
among the most significant factors that impact consumer spending behaviour.
As Younited’s operations are geographically limited, Younited is primarily dependent upon consumers and
economic conditions in Europe, in particular France and Italy. As a result of this geographical concentration,
Younited is more vulnerable to downturns or other conditions that affect the economy of the countries in which
Younited operates. Any downturn or other adverse conditions in the domestic markets of these countries could
harm Younited’s business and financial results. If Younited further expands internationally in the future,
Younited would be vulnerable to economic downturns or other conditions that affect the domestic markets in
the countries where Younited would expand. However, until Younited’s international operations grow
significantly, Younited will continue to be primarily dependent on European consumers and European economic
conditions.
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The generation of new loans facilitated through Younited’s platform, and the transaction fees and other fee
income associated with such loans, depends upon sales of products and services by Younited’s partners.
Younited’s partners’ sales may decrease or fail to increase as a result of factors outside of their control, such
as the macroeconomic conditions, or business conditions affecting a particular merchant, industry vertical or
region.
In addition, if a partner, in particular financial institutions, ceases whole or part of its operations, or becomes
subject to a voluntary or involuntary bankruptcy proceeding (or if there is a perception that it may become
subject to a bankruptcy proceeding), consumers may have less incentive to pay their outstanding balances on
loans facilitated through Younited’s platform, which could result in higher charge-off rates than anticipated.
Moreover, if the financial condition of a partner deteriorates significantly or a partner becomes subject to a
bankruptcy proceeding, Younited may not be able to recover amounts due to Younited from the partner.
Persistent inflation or an upturn in inflation and, as a result, persistently high interest rates could
negatively affect Younited’s business activities, operations and financial performance.
Economic factors, such as the current inflationary environment and possibility of a recession, slow economic
growth or a significant deterioration in economic conditions, changes in household debt levels and increased
unemployment or stagnant or declining wages can affect the loan markets by impacting the number of loan
applications and loan approval rates, which can adversely affect Younited’s business.
The effects of monetary policy and rising interest rates could continue to impact customer activity and asset
quality even more severely. Moreover, inflation could fall less quickly than expected, or even rise again,
depending on various factors, such as the macroeconomic conditions, political and geopolitical developments,
weather conditions and climatic events.
In addition, the rapid rise in interest rates or persistently high-interest rate levels could cause difficulties for
some major economic players, particularly those with the most debt. If interest rates rise, potential borrowers
could seek to defer taking new loans as they wait for interest rates to decrease and/or settle. Difficulties in
repaying their debts and defaults on their part could cause a significant shock to the markets and have systemic
impacts. In a more-difficult-to-read context weakened by major shocks, events such as those linked to the
difficulties of significant players are potentially damaging to Younited’s financial health, depending on
Younited’s exposure and the systemic repercussions of the shock.
Seasonality of Business
Younited experienced seasonal fluctuations in its business because of consumer spending patterns. As The
Group grows its exposure to merchant partners, it is likely to experience seasonal fluctuations in its business
because of consumer spending patterns. The Group expects these seasonal patterns to continue in future
periods.
Competition Risk
Younited operates in a competitive industry, facing rivals from credit institutions and fintech firms.
Larger competitors benefit from broader reach, brand recognition, and lower funding costs whereas
emerging players with disruptive technologies may further intensify competition.
Younited operates in a highly competitive and dynamic industry and faces competition from a variety of players,
including those offering consumer loans, payment solutions or digital banking services.. Based on market
origination volumes of unsecured cash loans and point-of-sale loans in France, Italy and Spain. Some of
Younited’s competitors, , are substantially larger than Younited and have longer operating histories, which
gives those competitors advantages, such as a more diversified product range, a broader consumer and
merchant base, greater brand recognition and brand loyalty, the ability to reach more consumers, the ability to
cross-sell their products, operational efficiencies, broad-based local distribution capabilities and lower cost of
funding.
In addition, new competitors such as more specialised companies, companies using new disruptive
technologies, new actors arising from the concentration of existing ones or competitors having substantial
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financial, R&D and marketing resources, may enter the market and may be able to innovate and bring products
and services to market faster or anticipate and meet consumer or financial services partner demand before
Younited does. Younited may be forced to expend significant resources to remain competitive with current and
potential competitors and to keep a technological edge in open banking, for instance.
If any of Younited’s competitors are more successful at attracting and engaging users or merchant partners or
financial services partners, the demand for Younited’s platform and products could stagnate or substantially
decline, which would materially and adversely affect Younited’s business, results of operations and prospects.
Younited relies on internet search engines for traffic and user referrals, making it vulnerable to
algorithm or policy changes that could lower its search ranking and reduce engagement. The rise of
AI-assisted technologies may further impact search relevance, potentially harming Younited’s
business and financial performance.
Younited is dependent on internet search engines to direct traffic to Younited’s website and refer new users to
Younited’s platform. Younited’s reliance on internet search engines poses risks. Search engines, like Google,
may modify algorithms or policies without prior notice, potentially resulting in significant declines in its organic
search ranking and decreased platform traffic. If search engines’ algorithms, methodologies and/or policies
are modified or enforced in ways Younited does not anticipate, or if Younited’s search results page rankings
decline for other reasons, traffic to Younited’s platform or user growth or engagement could decline, any of
which would harm Younited’s business, financial condition and results of operations.
The introduction of AI-assisted technologies could further impact search engine relevance, causing declines
in Younited’s ranking and decreased platform traffic, affecting Younited’s financial results.
3.2
Financial Risks
Credit Risk
Credit risk is defined as the possibility of losses due to default by the borrowers and/or reduction in the value
of the portfolio due to deterioration of credit quality of borrowers or counterparties. The Group has set up a
defined credit risk management limit framework to ensure proper control over credit portfolios. This framework
is approved by The Group’s Board of Directors after considering various risk assessment and prevailing market
conditions.
Holding loans on the Company’s balance sheet exposes the Company to credit and liquidity risks,
which may adversely affect the Company’s financial performance
Younited historically implemented an “originate-to-distribute” model to ensure strong growth and reach a critical
size. Progressively, Younited has kept on its balance sheet a growing part of the loans it originates, allowing
Younited to capture the value of the platform. Thus, some of the loans Younited issues are on its balance
sheet. Younited earns interest on the loans but is exposed to the credit risk of the borrowers. In the event of a
decline or volatility in the credit profile and/or delinquency rates of these borrowers, the value of these held
loans may decline. For example, increasing inflation and interest rates may cause borrowers to allocate more
of their income to necessities such as housing and food, or increasing unemployment rates may reduce
borrowers’ revenues, thereby potentially increasing their risk of default by reducing their ability to make loan
payments. Following the start of the Ukrainian war in 2022, increase in inflation led to an increase in risk levels
and interest rate surge led to a decrease in fixed-rate loan portfolios.
Volatility or decline in the value of the loans held on balance sheet may produce losses if the Group is unable
to realise their fair value or manage declines in their value, each of which may adversely affect the Group’s
financial performance. Further, increases in delinquency rates may require the Group to take additional
allowances for losses, which may adversely affect the Company’s financial performance and its ability to
allocate sufficient financial resources for other purposes, such as advancing the Group’s products and
services, which could impact the Group’s results of operations.
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Market Risk
Market risk refers to the risk resulting from movements in market prices, and in particular, changes in interest
rates, foreign exchange rates and equity and commodity prices. Thus, market risk is the risk to the earnings
and capital due to changes in the market level of interest rates or prices of securities, equities, as well as the
volatility of those changes.
Shifting from an “originate to distribute” to a “held to collect” model may adversely affect the Group’s
financial performance
As stated above, Younited historically operated predominantly an “originate-to-distribute” model. Under this
model, the change in fair value of the loans kept on Younited’s balance sheet arising from the volatility of rates
and macroeconomic conditions has not been reflected in the Company’s result of operations. If Younited’s
business model was to fully shift to a “held to collect” model, past changes in fair value would be crystallized
in the Group’s result of operation and may affect the Group’s financial performance in a positive or negative
way depending on the macroeconomic conditions at the date of the shift.
Younited has less experience operating in some of the newer market verticals and products into which
it has expanded.
Younited has expanded into new verticals and products over the last several years, such as budget
management tools or affinity insurance. Younited has less experience with these newer verticals and products
than it does with the other more established verticals and products on Younited’s platform. Accordingly, newer
verticals may be subject to greater risks than the more established verticals on the Younited’s platform.
The success of the Company’s entry into new verticals and products will depend on several factors, including
the offerings by current and future competitors, the Company’s ability to innovate and disrupt markets by
offering or creating new and compelling products for consumers, and Younited’s ability to implement product
features expected by consumers and partners in a cost-effective manner. Additionally, the Group’s ability to
implement efficient risk management in new verticals, attract and retain management and other skilled
personnel, collect amounts owed from its partners, and develop successful and cost-effective marketing
campaigns will be crucial. The Group’s results of operations may suffer if it fails to successfully anticipate and
manage these issues associated with expansion into new verticals and products.
Interest Rate Risk in the Banking Book
Interest rate risk arises when there is a mismatch between positions that are subject to interest rate
adjustments within a specified period. The most important source of interest rate risk is lending, funding and
investment activities, where fluctuations in interest rates are reflected in interest margins and earnings. Internal
factors include the composition of assets and liabilities, borrowings, loans and investments, quality, maturity
and interest rates. External factors include the general economic and monetary conditions. While the
immediate impact of this risk is on Net Interest Income and the value of fixed income investments, in the long
term, variations in interest rates impact The Group’s net worth, since it has an impact on the economic value
of its assets, liabilities and off-balance sheet positions. Various tools are used by Younited to manage interest
rate risk and ensures it remains within both (i) regulatory limits and (ii) the risk appetite of the bank, such tools
include (x) traditional gap analysis per maturity buckets to check the impact of change in the interest rate on
Net Interest Income; and (y) duration gap analysis to assess the impact of interest rate movement on the equity
value of the bank.
Liquidity Risk
Liquidity refers to Younited’s ability to fund a decrease in liabilities or increase in assets and meet both cash
and collateral obligations at a reasonable cost without adversely affecting its financial status. Liquidity risk
arises when it is unable to meet such obligations. Liquidity risk is dependent on specific factors, such as
maturity profile, composition of sources and uses of funding, the quality and size of the liquid asset buffer, and
broader market factors such as wholesale market conditions alongside depositor and investor behavior. This
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type of risk may result in Younited’s failure to meet regulatory liquidity requirements, support normal banking
activity or, at worst, cease to be an ongoing concern.
If customers cease to deposit or reduce the amount of their savings in the Company’s term deposits,
the Company’s business, financial condition and results of operations may be harmed.
Retail term deposits are a principal source of funding for Younited’s balance sheet and are expected to
continue to grow in the future. The ongoing availability of retail deposits is dependent on a variety of factors
that are outside of the Group’s control, such as general macroeconomic conditions, particularly interest rate
levels; market volatility; the confidence of depositors in the economy, the financial services industry in general
and competition for retail deposits, which, in turn, depends on the interest rates offered. Any deterioration in
these or other factors could lead to a reduction in the Group’s ability to access retail deposit funding on
acceptable terms, or at all, in the future. A serious loss of confidence by deposit customers could result in
increased difficulty in raising new deposits.
Any material reduction in term deposits by customers, , may have a material adverse impact on the Group’s
business, financial condition and results of operations.
An inability to maintain adequate liquidity could jeopardise the Group’s business and financial
condition.
Liquidity is essential to Younited’s business. Although Younited believes that it currently has an adequate
amount of liquidity to support its business, there are a number of factors that could reduce and/or deplete the
Younited’s existing liquidity position, including results of operations that are reduced compared to the Group’s
projections, costs related to existing or future litigation or regulatory matters, the pursuit of strategic business
opportunities (whether through acquisition or organic) and unanticipated liabilities. Additionally, Younited is
subject to stringent capital and liquidity regulations and requirements and needs to manage its liquidity position
within the parameters and terms set forth by applicable regulations and regulators. For example, the liquidity
coverage ratio is set at a minimum level of 100%, which means that the credit institution must hold sufficient
liquid assets to meet its net cash outflows for a stress period of thirty (30) days, without recourse to central
bank liquidity or public funds. Younited is subject to various legal, regulatory and other restrictions on its ability
to make distributions and payments. Any inability to maintain an adequate liquidity position could adversely
affect the Company’s operations, its compliance with applicable regulations and the performance of its
business.
Further, the Group’s ability to raise additional capital, should that be deemed beneficial and/or necessary,
depends on conditions in the capital markets, economic conditions and several other factors, including investor
perceptions regarding the financial services and banking industry, market conditions, governmental activities,
and the Group’s financial condition and performance. Accordingly, the Group may be unable to raise additional
capital if needed or on acceptable terms, which may adversely affect the Company’s liquidity, business,
financial condition and results of operations.
3.3
Capital Management and Adequacy
The commercial success of Younited’s platform and services depends on the prominent marketing,
presentation, integration and support of Younited’s platform by its partners.
For point-of-sale loans, Younited relies on its merchant partners to present Younited’s platform and services
as financing solutions and to integrate Younited’s platform into their websites or in their physical points of sale,
such as by prominently featuring Younited’s platform, and particularly Younited’s instant credit solution, on their
websites or in their points of sale. Younited may not have any recourse against its merchants if they do not
prominently present its financing solutions or if they more prominently present solutions offered by its
competitors.
The failure by Younited’s partners to effectively present, integrate and support Younited’s platform would have
a material and adverse effect on the Younited’s business, results of operations, financial condition and
prospects.
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Furthermore, although Younited’s merchant partners are obligated to fulfil their contractual commitments to
consumers and to comply with applicable law, including in marketing Younited’s products, from time to time,
they might not, or a consumer might allege that they did not. This, in turn, can result in claims or defences
against Younited that may incur remediation costs. Historically, Younited has not incurred any such claims, but
cannot give any assurance that it will not be the case in the future.
Risks related to Younited’s reliance on third-party service providers to perform certain key functions.
Younited relies on third-party service providers to provide critical services to deliver Younited’s products and
operate Younited’s business. These providers may support or operate critical business systems for Younited
or store or process the same sensitive, proprietary and confidential information handled by Younited. There
are various providers such as Cloud technology providers. Younited primarily serves its customers from third-
party data centre hosting facilities provided by a third-party service provider. Any disruption of or interference
with the Younited’s use of such services would impair the ability to deliver its products and services to its
customers, resulting in customer dissatisfaction, damage to Younited’s reputation, loss of customers and harm
to the Younited’s business. The decision from third-party service providers to close the facilities without
adequate notice or terminate Younited’s hosting arrangement or other unanticipated problems could result in
lengthy interruptions in the delivery of Younited’s solutions, cause system interruptions, reputational harm and
loss of critical data, prevent Younited from supporting its solutions or cause Younited to incur additional
expense in arranging for new facilities and support. There are also Credit bureau, such as Banque de France
FCC (fichier central des chèques)/FICP (fichier national des incidents de remboursement des crédits aux
particuliers) in France, Central de Responsabilidades de Credito (“CRC”) in Portugal, Center for Research in
International Finance (“CRIF”) in Italy and Equifax in Spain. Any unavailability or failure to connect to credit
bureaus’ databases in real-time during the credit application process may result in the temporary inability to
deliver Younited’s products and services. Third-party technological solutions used during the application
process, such as solutions for electronic signature of credit contracts or open-banking solutions. Any disruption
of such services may result in the temporary inability to deliver Younited’s products and services. Finally
External call centres handling customer requests. Younited relies on call centres to answer to part of customer
requests. Any capacity shortage or any failure in partners’ IT systems may result in service disruption or longer
customer request treatment processing times for Younited’s customers.
While Younited maintains oversight of the Younited third-party service providers, such third parties are
ultimately responsible for maintaining their own network security, disaster recovery and system management
procedures, and such third parties do not guarantee that Younited’s customers’ access to Younited’s solutions
will be uninterrupted, error-free or secure. These third-party service providers may be susceptible to
operational, technological and security vulnerabilities, including security breaches or other security incidents
(which may be caused by a variety of factors, including infrastructure changes, human or software errors,
viruses, security attacks, fraud, spikes in customer usage and denial of service issues) that compromise the
confidentiality, integrity or availability of the systems they operate for Younited or the information they process
on Younited’s behalf. In some instances, Younited may not be able to identify the cause or causes of these
performance problems within an acceptable period. Any significant disruption to the infrastructure of such third-
party service providers and/or any changes in the third-party service providers’ service levels or any failure or
security breaches by or of third-party service providers or their subcontractors that result in an interruption in
service, unauthorised access, misuse, loss or destruction of data or other similar occurrences may significantly
impact Younited’s business operations, including making Younited’s platform unavailable to the users.
Frequent or persistent interruptions in services could cause customers to believe that Younited’s products and
services are unreliable, leading them to switch to Younited’s competitors or to avoid Younited’s products and
services, and would likely permanently harm Younited’s reputation and business.
In addition, service providers may rely on subcontractors that face similar risks. The ability to monitor third-
party service providers and their subcontractors’ security is limited and yet such occurrences could adversely
affect Younited’s business to the same degree as if it had experienced these occurrences directly.
Any of the foregoing could have a material adverse effect on Younited’s business, financial condition and
results of operations.
Risks related to Younited’s reliance on Younited’s financial institutions partners.
As Younited offers to its financial institutions partners its instant credit platform, which can be made available
on a white label or co-branding basis, Younited’s commercial success depends in part on the financial and
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commercial strength and underwriting standards of these financial institutions’ partners. If Younited’s financial
services partners experience financial difficulties, they may cease participation on Younited’s platform or
tighten underwriting standards, which would result in fewer opportunities to earn fees from these financial
institutions. Financial institutions partners could also change their online marketing strategies or implement
cost-reduction initiatives that decrease consumer activity through Younited’s platform. The occurrence of one
or more of these events, alone or in combination, with a significant number of financial services partners could
harm Younited’s business, financial condition and results of operations.
In addition, Younited’s deposit base is primarily intermediated and originated through the German deposit
marketplace Raisin GMBH (“Raisin”). Any difficulty in or interruption of Younited’s relationship with Raisin could
likely prejudice the origination of Younited’s term deposit, negatively impacting Younited’s liquidity position.
This could also impact Younited’s ability to maintain its liquidity ratios and harm Younited’s business, financial
condition and results of operations. Younited is in the process of contracting with Check24 Vergleichsportal
GmbH to raise term-deposits through its platform, in addition to Raisin, to diversify its term-deposits sources.
Risks related to Younited’s reliance on key management.
Younited operates in an environment at the intersection of rapidly changing technological, social, economic
and regulatory developments that require a wide-ranging set of expertise and intellectual capital. Younited’s
commercial success is significantly dependent upon the continued service of its executives and other key
employees, and in particular co-founders Geoffroy Guigou, Chief Operating Officer, and Charles Egly, Chief
Executive Officer. The departure of a member of management or a key employee may not be replaced by an
appropriate or qualified person, which could result in additional expenditure to recruit and train a replacement
and could harm Younited’s business and growth.
To maintain and develop Younited’s activities, Younited will continue to identify, attract, hire, develop, motivate
and retain highly skilled employees, which requires significant time, expense and effort. Competition for highly
skilled personnel in the consumer financial services industry is intense. Younited may need to invest significant
amounts of cash and equity to attract and retain new employees and may never realise returns on these
investments. If the management team, including any new hires, fails to work together effectively and to execute
Younited’s plans and strategies on a timely basis, Younited’s business would be harmed. Any of these risks
could have a material adverse effect on Younited’s business, results of operations, financial condition or
prospects.
Younited has a history of operating losses and may not achieve sustained profitability.
Younited incurred net losses of in 2024 and in 2023 respectively. Despite the scalability of Younited’s
technology platform, Younited’s operating expenses may increase in the future as Younited seeks to continue
to grow its business, attract consumers, merchants, funding sources such as deposits, and further enhance
and develop Younited’s products and platform and Younited may not succeed in increasing its revenue
sufficiently to offset these higher expenses.
3.4
Operational and Compliance Risks
Operational Risks
Operational risk is defined as the risk of loss resulting from inadequate or failed internal processes, people and
systems or from external events. This definition includes legal risk but excludes strategic risk and reputational
risk. While operational risk management is the responsibility of various functions and business units handling
operational activities, it is overseen at the director level by the Company Risk Committee.
If the credit decisioning, pricing, loss forecasting and scoring models Younited uses contain errors,
do not adequately assess risk or are otherwise ineffective, Younited’s reputation and relationships
with customers could be harmed, Younited’s market share could decline, and the value of loans held
on Younited’s balance sheet may be adversely affected.
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Younited’s ability to attract customers to, and build trust in, Younited’s platform is significantly dependent on
Younited’s ability to effectively evaluate a borrower’s credit profile and likelihood of default. To conduct this
evaluation, Younited utilises credit decisioning, pricing, loss forecasting and scoring models that assign each
loan offered through Younited’s platform a grade and a corresponding interest rate. Younited’s models are
based on algorithms that evaluate several factors, including behavioural data, transactional data, bank data
and employment information, which may not effectively predict future loan losses. If Younited is unable to
effectively segment borrowers into relative risk profiles, Younited may be unable to offer attractive interest
rates for borrowers and deliver adequate returns on Younited’s loan portfolios.
Additionally, if these models fail to adequately assess the creditworthiness of Younited’s borrowers, Younited
may experience higher than forecasted losses. Furthermore, as stated above, Younited holds loans on its
balance sheet. Younited periodically assesses the value of these loans, and in doing so, Younited reviews and
incorporates several factors including forecasted losses. Accordingly, if Younited fails to adequately assess the
creditworthiness of borrowers such that Younited experiences higher than forecasted losses, the value of the
loans held on Younited’s balance sheet may be adversely affected.
Younited continually refines these algorithms based on new data and changing macroeconomic conditions.
However, there is no guarantee that the credit decisioning, pricing, loss forecasting and scoring models that
Younited uses have accurately assessed the creditworthiness of Younited’s borrowers or will be effective in
assessing creditworthiness in the future.
Similarly, if any of these models contain programming or other errors (whether human or otherwise), are
ineffective or the data provided by borrowers or third parties is incorrect or stale, Younited’s loan pricing and
approval process could be negatively affected, resulting in mispriced or misclassified loans or incorrect
approvals or denials of loans.
Further, the use of these models, algorithms and artificial intelligence for determining loan grades and
corresponding interest rates may also heighten the risk of legal or regulatory scrutiny. Younited may be required
to alter its models for compliance purposes, which could impact the interest rates offered to borrowers, the
risk-adjusted returns offered to investors, result in higher losses or otherwise impact Younited’s results of
operations.
Additionally, Younited analyses first-party data from users, third-party data from financial account aggregators
and credit reports to understand its users’ unique financial situations. If Younited is unable to efficiently handle
the data provided to Younited, the value that Younited provides to consumer partners may be limited, which
would harm Younited’s business, financial condition and results of operations.
If collection efforts on loans are ineffective or unsuccessful Younited’s profit in those loans would be
adversely affected.
Many of Younited’s loan products, including all Younited’s personal loans, are unsecured obligations of
borrowers, and they are not secured by any collateral. None of the loans facilitated on Younited’s platform are
guaranteed or insured by any third party or backed by any governmental authority in any way. Younited is the
loan servicer for all loans sold as whole loans. The ability to collect on the loans is dependent on the borrower’s
continuing financial stability and willingness to make loan payments, and consequently, collections can be
adversely affected by several factors, including job loss, divorce, death, illness, bankruptcy or the economic
and/or social factors. Collection efficiency may consequently differ from Younited’s targets, impacting on the
valuation of loans. It is possible that a higher percentage of consumers will seek protection under bankruptcy
or debtor relief laws because of an inflationary environment, the possibility of a recession and market volatility.
Depending on their lateness status certain delinquent loans may be referred to a collection agent that will
service the loans using its own servicing platform. Further, if collection action must be taken in respect of a
loan, the collection agent will charge Younited additional collection or recovery fees, which will reduce the net
amounts of collections that Younited receives.
If Younited, or third parties on Younited’s behalf, cannot adequately perform collection services on the loans,
Younited will not be entitled to any remittances under the terms of the investment. Similarly, Younited’s profit
may be impacted by declines in market rates for sales of charged-off loans to third-party purchasers.
Further, Younited uses internet-based processes to obtain application information and distribute certain legally
required notices to applicants and borrowers of Younited’s loans and to obtain electronically signed loan
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documents. These processes may result in greater risks than paper-based loan originations, including risks
regarding the sufficiency of notice for consumer protection laws, risks that borrowers may challenge the
authenticity of loan documents or the validity of the borrower’s electronic signature on loan documents and
risks that unauthorised changes are made to electronic loan documents. Any of these factors could cause
Younited’s loans or certain terms of Younited’s loans to be unenforceable against a borrower or impair
Younited’s ability to service the loans, which could adversely affect the value of Younited’s loans and Younited’s
business, financial condition and results of operations.
Younited’s actual credit losses could exceed its provisions for credit losses and write-downs.
Younited uses various estimates when determining its provision for credit losses and write-downs. As per IFRS
9 standards, loans are segmented as follows:
Stage 1 loans: performing loans.
Stage 2: loans with significant increase in credit risk since initial recognition.
Stage 3: non-performing loans.
Stage 1 loans impairments correspond to the first 12-month expected credit loss of loans. Stage 2 and stage
3 loans impairments are expected to equal loans’ lifetime expected credit losses.
Younited’s estimates of a loan’s first 12-month and lifetime expected credit losses are based on analysis and
modelling of Younited’s historical credit performance data; however, Younited’s analysis and model may not
accurately predict the actual defaulted amounts and recoverable amounts of Younited’s past due loans. If
Younited does not accurately estimate them, Younited’s credit losses could be increased.
Since the provision necessary to cover credit losses can only be estimated, there is a risk that actual credit
losses will be materially greater than the provision accounted for to cover such losses.
Credit and other information that Younited receives from borrowers or third parties about a borrower
may be inaccurate or may not accurately reflect the borrower’s creditworthiness, which may cause
Younited to inaccurately price loans made through Younited’s platform.
Younited’s ability to review and select qualified borrowers depends to a certain extent on obtaining borrower
credit information from consumer reporting agencies, such as CRIF, Experian, CTC, Equifax, CRC and other
third parties. Younited assigns loan grades to loan requests based on Younited’s credit decisioning and scoring
models that consider reported credit score, other information reported by the consumer reporting agencies, in
addition to a variety of other factors. A credit score or loan grade assigned to a borrower may not reflect the
borrower’s actual creditworthiness because the credit score or loan grade may be based on outdated,
incomplete or inaccurate data and Younited does not verify the information obtained from a borrower’s credit
report.
Additionally, there is a risk that, after the date of the credit report or other third-party data that Younited
obtains and reviews, a borrower may have become delinquent in the payment of an outstanding
obligation, taken on additional debt, sustained other adverse financial events, or supplied a variety of
information, some of which may be inaccurate or incomplete.
The factors above may result in loans being issued to otherwise non-qualified borrowers and/or impact
Younited’s ability to effectively segment borrowers into relative risk profiles, each of which may impair
Younited’s ability to deliver adequate returns on its loan portfolios.
Failure to maintain, protect and promote Younited’s brand may harm Younited’s business.
To attract consumers to Younited’s platform and generate repeat visits, Younited must market its platform and
maintain consumer trust. Maintaining, protecting and promoting Younited’s brand is critical to achieving
widespread acceptance of Younited’s products and services and expanding Younited’s base of customers.
Maintaining, protecting and promoting Younited’s brand depends on many factors, including Younited’s ability
to continue to provide useful, reliable, secure and innovative products and services, as well as Younited’s
ability to maintain trust.
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Younited believes that continuing to build and maintain the recognition of Younited’s brand is important to
achieving increased demand for the products Younited provides. Accordingly, Younited has spent, and expects
to continue to spend, significant amounts on, and devote significant resources to, branding, advertising and
other marketing initiatives, which may not be successful or cost-effective. Younited’s brand promotion activities
may not generate consumer awareness or yield increased revenue, and even if they do, any increased revenue
may not offset the expenses Younited incurs in building Younited’s brand.
Younited’s brand can be harmed in many ways, including failure by Younited or its partners or merchants with
whom Younited works to satisfy expectations of service and quality, inadequate protection of sensitive
information, failure to maintain or provide adequate or accurate documentation and/or disclosures, compliance
failures, failure to comply with contractual obligations, regulatory requests, inquiries or proceedings, litigation
and other claims, employee misconduct and misconduct by Younited’s partners.
The strength of Younited’s brand may also be harmed by adverse publicity from many sources. Adverse
publicity and the potential corresponding impact on Younited’s reputation may be accelerated and amplified by
the widespread use of social media platforms. Furthermore, adverse publicity, from legal proceedings against
Younited or its business, including governmental proceedings and consumer class action or other litigation, or
the disclosure of information from security breaches or other incidents, could negatively impact Younited’s
reputation and its brand, which could materially and adversely affect Younited’s business and financial
condition and results of operations.
Furthermore, Younited’s ability to maintain, protect and promote Younited’s brand is partially dependent on
visibility and customer reviews on third-party platforms. Changes in the way these platforms operate could
make the maintenance, protection and promotion of Younited’s products and services and Younited’s brand
more expensive or more difficult.
Many of Younited’s stakeholders are becoming increasingly interested in Younited’s environmental, social,
governance and other sustainability responsibilities, strategy and related disclosures. In 2023, Younited
applied for B Corp certification, an international certification that assesses the social and environmental impact
of companies, which enabled Younited to benchmark Younited against the best CSR practices on the market.
Younited also completed its first Bilan Carbone, covering scopes 1, 2 and 3 and is taking part in the Convention
des Entreprises pour le Climat. Younited’s absolute and relative progress and disclosures, or lack thereof, on
environmental, social, governance and other sustainability matters could impact Younited’s reputation, brand
and the willingness of certain platform and equity investors to hold Younited’s loans or common stock,
respectively. If Younited does not successfully maintain, protect and promote Younited’s brand, Younited may
be unable to maintain and/or expand its base of customers and investors, which may materially harm
Younited’s loan origination.
Any significant disruption in Younited’s technology systems, including events beyond Younited’s
control, or failure in Younited’s technology initiatives could have a material adverse effect on
Younited’s operations.
Younited believes its technology platform enables it to deliver solutions to customers and investors and
provides a significant time and cost advantage over Younited’s competition. The satisfactory performance,
reliability and availability of Younited’s technology and Younited’s underlying network infrastructure are critical
to Younited’s operations, customer service and reputation. Continued access to Younited’s products and
platform capabilities depends on the efficient and uninterrupted operation of numerous systems, including
Younited’s computer systems, software, data centres and telecommunications networks, as well as the
systems of third parties, such as national financial system network infrastructure providers, back office and
business process support, information technology production and support, internet and telephone connections,
network access, data centre infrastructure services and cloud storage and computing. However, these systems
and technologies are vulnerable to disruptions, failures or slowdowns. Younited has experienced, and may in
the future experience, disruptions, outages and other performance problems due to a variety of factors,
including infrastructure changes, introductions of new functionality, human or software errors, capacity
constraints due to an overwhelming number of customers accessing Younited’s products and platform
capabilities simultaneously, denial of service attacks or other security-related incidents, natural disasters,
power outages, terrorist attacks, hostilities and other events beyond Younited’s control. Younited’s failure to
maintain satisfactory performance, reliability and availability of Younited’s technology and underlying network
infrastructure may impair Younited’s ability to attract new and retain existing customers or investors, which
could have a material adverse effect on Younited’s operations.
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Additionally, in the event of damage or interruption, Younited’s insurance policies may not adequately
compensate Younited for any losses that Younited may incur. Younited’s disaster recovery plan has not been
tested under actual disaster conditions, and Younited may not have sufficient capacity to recover all data and
services in the event of an outage. These factors could prevent Younited from processing or posting payments
on loans, processing loan purchases or investments, damage Younited’s brand and reputation, divert
Younited’s employees’ attention, reduce its revenue, subject Younited to liability and cause customers to
abandon Younited’s platform, any of which could adversely affect Younited’s business, financial condition and
results of operations.
As Younited’s business grows, it may become increasingly difficult to maintain and improve the performance
of Younited’s information technology systems. To the extent that Younited does not effectively address capacity
constraints, upgrade Younited’s systems as needed and continually develop Younited’s technology and
network architecture to accommodate actual and anticipated changes in technology, Younited may experience
a loss of customers, lost or delayed market acceptance of Younited’s platform and products, delays in payment
to Younited by customers, injury to Younited’s reputation and brand and Younited’s business, financial condition
and results of operations may be adversely affected.
Younited’s ability to remain competitive and achieve further growth will depend in part on Younited’s ability to
upgrade Younited’s information technology systems and increase Younited’s capacity on a timely and cost-
effective basis. Younited must continually make significant investments and improvements in Younited’s
information technology infrastructure to remain competitive. While Younited takes steps to mitigate the risks
and uncertainties associated with these investments, these investments may not be implemented on time (or
at all), within budget or without negative financial, operational or customer impact. Further, when implemented,
these initiatives may not perform as Younited or its customers, investors and other stakeholders expect.
Younited also may not succeed in anticipating or keeping pace with future technology needs, technology
demands of its customers or the competitive landscape for technology. The failure to implement new and
maintain existing technologies could adversely affect Younited’s business, financial condition and results of
operations.
Fraud could have a material adverse effect on Younited’s business, financial condition and results of
operations.
Younited offers products and services to many customers, and Younited is responsible for vetting and
monitoring these customers and determining whether the transactions Younited processes for them are
legitimate. When Younited’s products and services are used to process illegitimate transactions and Younited
settles those funds, for example in the event of a fraudulent loan application or identity theft, Younited is unable
to recover them, suffers losses and incurs liabilities. These types of illegitimate transactions can also expose
Younited to governmental and regulatory sanctions.
The highly automated nature of, and liquidity offered by, Younited’s credit solutions make Younited a target for
illegal or improper uses, including fraudulent or illegal sales of goods or services, money laundering and
terrorist financing. Identity thieves and those committing fraud using stolen or fabricated account numbers, or
other deceptive or malicious practices, potentially can steal significant amounts of money from businesses like
Younited’s. It is possible that incidents of fraud could increase in the future. Failure to effectively manage risk
and prevent fraud would increase Younited’s liability and could have a material adverse effect on Younited’s
business, financial condition and results of operations.
Younited bears the risk of consumer fraud in a transaction involving Younited, a consumer and a merchant,
and Younited generally has no recourse to the merchant to collect the amount owed by the consumer.
Significant amounts of fraudulent cancellations or chargebacks could adversely affect Younited’s business or
financial condition. High profile fraudulent activity or significant increases in fraudulent activity could also lead
to regulatory intervention, negative publicity and the erosion of trust from Younited’s consumers and
merchants, and could materially and adversely affect Younited’s business, results of operations, financial
condition, prospects and cash flows.
If Younited does not maintain or continue to increase loan originations, Younited may not succeed in
maintaining and/or growing its business, and as a result Younited’s business and results of operations
could be adversely affected.
The vast majority of Younited’s revenue currently comes from fees, commissions and interest margin
generated by the unsecured personal loans it originates. Growing these revenue streams may require that
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Younited increases loan originations over time. Doing so requires that Younited attract many new borrowers
who meet Younited’s platform’s lending standards and those of new and existing merchants and/or of
partnering banks and fintech’s. ,. Doing so may require developing verticals such as car financing (e.g.,
second-hand cars, accessories, repairs) and home improvement (e.g., household energy retrofitting).
Younited’s ability to hold loans is dependent on several factors, including the economic and interest rate
environment, the performance of Younited’s loans and the conditions of capital markets. If any of these factors
is volatile or adverse, then Younited may be unable to hold or sell as many loans as Younited could potentially
originate and, therefore, Younited would need to reduce Younited’s origination volume. If loan originations
through Younited’s platform stagnate or decrease, for any reason, Younited’s business and financial results
may be adversely affected.
Younited believes its success depends on users finding its product offerings to be of value to them. To enhance
customer engagement and diversify Younited’s revenue streams, Younited is undertaking a strategy to broaden
the scope of the products and services it offers. For example, Younited initially built its content by providing
instant loan products directly accessible on its platform. Younited then reached out to professionals by
implementing point-of-sale financing solutions granted by merchants to their customers or by giving access to
Younited’s platform for instant loans to banks and FinTech’s. Besides instant loan products, Younited has also
developed other solutions for its customers, such as budget management tools or affinity insurance.
To penetrate new verticals, Younited will need to develop a deep understanding of those new markets and the
associated business challenges faced by participants in them. Developing this level of understanding may
require substantial investments of time and resources, and Younited may not be successful. In addition to the
need for substantial resources, government regulation could limit Younited’s ability to introduce new product
offerings. If Younited fails to penetrate new verticals successfully, Younited’s revenue may grow at a slower
rate than it anticipates, and Younited’s business, financial condition and results of operations could be
materially adversely affected. Younited must also continue to innovate and improve on its technology and
product offerings to continue future growth and successfully compete with other companies in its markets,
otherwise Younited’s brand and future growth could be materially adversely affected.
In addition, the market for financial services products is rapidly evolving, fragmented and highly competitive.
Competition in this market has intensified, and Younited expects this trend to continue as the list of financial
services providers grows. There are many established and emerging technology-centric financial services
providers offering a multitude of products to consumers across all financial verticals. If Younited fails to
successfully anticipate and identify new trends, products and emerging financial services providers, and
provide up-to-date educational content, tools and other relevant resources timely, Younited’s ability to engage
consumers and financial services providers may suffer, which would harm Younited’s business, financial
condition and results of operations.
If Younited is unable to attract additional merchant partners, retain its existing merchant partners and
grow and develop its relationships with new and existing merchant partners, Younited’s business,
results of operations, financial condition and prospects would be materially and adversely affected.
Younited derives a portion of its revenue from its relationships with merchant partners, such as Bouygues
Telecom, Iliad or Apple Premium Resellers, and the consumer loans processed through Younited’s platform
for the payment of purchases.
Younited’s ability to retain and grow its relationships with its merchant partners depends on the willingness of
merchants to partner with Younited. The attractiveness of Younited’s platform to merchants depends upon,
among other things: Younited’s brand and reputation; the amount of merchant fees that Younited charges; the
attractiveness to merchants of Younited’s technology and data-driven platform; services and products offered
by competitors; Younited’s loan application acceptance rate; and Younited’s ability to perform under, and
maintain, its merchant agreements.
Furthermore, having a diversified mix of merchant partners is important to mitigate risk associated with
changing consumer spending behaviour, economic conditions and other factors that may affect a particular
type of merchant or industry.
Younited’s continued success also is dependent on its ability to successfully grow and develop relationships
with its merchant partners, particularly in certain verticals such as telcos and consumer electronic distributors,
car manufacturers and resellers or home equipment retailers. Accordingly, these merchant partners may have,
or may enter in the future, similar agreements with Younited’s competitors, which could adversely affect
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Younited’s ability to drive the level of transaction volume and revenue growth that Younited seeks to achieve
or to otherwise satisfy the high expectations of Younited’s investors and financial analysts relating to those
relationships. Younited may, therefore, be compelled to renegotiate its agreements with merchant partners
from time to time, possibly upon terms significantly less favourable to Younited than the terms included in its
existing agreements with those merchant partners.
Younited’s current lack of geographic diversity exposes Younited to risk, and potential further
expansion of Younited’s operations internationally will subject Younited to new challenges and risks.
Younited’s operations are geographically limited and primarily dependent upon consumers and economic
conditions in Younited’s historical markets, France and Italy. As such, Younited is more vulnerable to downturns
or other conditions that affect the European economy. Any downturn or other adverse conditions in the
European economy could harm Younited’s business and financial results.
Younited has also entered the Spanish and Portuguese markets. Future international operations, if
implemented, would require Younited to comply with new regulatory frameworks and additional resources and
controls. This includes adjusting the proprietary risk algorithms to account for differences in consumer
information across jurisdictions, ensuring Younited’s platform conforms to applicable business customs,
including translation into foreign languages and associated expenses, and competing with vendors and service
providers that have greater experience in local markets or pre-existing relationships with potential consumers
and investors. Additionally, Younited would need to comply with multiple, potentially conflicting and changing
governmental laws and regulations, such as banking, anti-money laundering, anti-bribery laws, securities,
employment, tax, privacy, and data protection laws, including the EU General Data Protection Regulation.
Other considerations include potential restrictions on repatriation of earnings and regional economic and
political conditions.
Regulatory, Legal and Tax Risks
Regulatory Environment
Younited is subject to extensive and evolving prudential regulation that may limit operational
flexibility, increase costs and capital requirements.
The Company qualifies as an EU parent financial holding company and/or parent financial holding company
in an EU Member State within the meaning of CRR since it is the ultimate parent holding of Younited S.A., a
French specialized credit institution and investment services provider supervised by the ACPR, the AMF and
the ECB. On 2 December 2024, the Company obtained from the ACPR and CSSF an exemption from the FHC
Approval Requirement.
Following the Business Combination, The Company and Younited S.A. are both within the same prudential
consolidation perimeter, with Younited S.A. being designated as responsible to ensure compliance with
prudential requirements and constraints further developed below on a consolidated basis, including
compliance with reporting requirements vis-à-vis competent authorities. As such, the Company and Younited
S.A. are both subject to the prudential supervision of the competent regulatory authorities and to extensive
and evolving prudential regulation at both the European and national levels, which aims to ensure the
soundness, stability and resilience of the banking sector and to protect the interests of borrowers and
consumers. Prudential regulations result in various requirements and constraints in respect of, inter alia,
Company’s and Younited S.A.’ activities, shareholding structure, governance, internal organisation, their levels
of capital, liquidity or leverage, their risk management, reporting and disclosure policies and the resolution
process applicable to them, which may limit Younited’s operational and strategic flexibility, increase costs and
liabilities, limit the distribution of dividends and expose the Group to regulatory sanctions or reputational
damage in case of non-compliance.
Prudential regulations may affect Younited competitive position and profitability, because they may have an
impact on market access, funding sources and capital allocation. The risk factors set out below that are linked
to Younited S.A.’ status as a regulated financial institution may also impact the Company, insofar as Younited
S.A. is the sole asset of the Company.
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The French Monetary and Financial Code allows the ACPR to impose specific prudential requirements on
credit institutions, while considering certain parameters. On 27 December 2024, as part of its annual
Supervisory Review and Evaluation Process (“SREP”) assessment of supervised institutions, the ACPR
notified Younited S.A. of its decision to (i) increase the minimum Net Stable Funding Ratio (“NSFR”) of Younited
S.A. to 110% (Younited has historically always comfortably operated above this level); and to (ii) apply a
specific liquidity requirement concerning the use of online deposit collection platforms (“ODCP”), based on
article L. 511-41-3, IV of the French Monetary and Financial Code. The ACPR imposed the following three
obligations, which would be applicable from 1 January 2025: (a) Compliance with a maximum ratio of 500%
between outstanding deposits collected on ODCPs and the amount of Younited S.A.’ CET1 capital, to ensure
proportionate recourse to ODCPs, (b) the respect of a maximum ratio, determined by the ACPR, between (i)
on the one hand, the total outstanding deposits collected through ODCPs and (ii) on the other hand, Younited
S.A.’ total sources of financing of its liabilities, to ensure a diversification of Younited S.A.’ sources of financing
and (c) the maintenance by Younited S.A. of interbank or central bank deposits, the amount of which must at
all times remain higher than a fraction of the number of deposits collected via ODCPs determined by the ACPR,
in order to maintain a sufficient liquidity cushion for depositor reimbursements.
The spirit of the measures envisaged is to provide a framework for the diversification of Younited S.A.’s sources
of financing, which was presented to the ACPR in its business plan and during discussions as part of the
application for a change of control. The impact of these measures should be limited on Younited S.A.’s
business plan. However, these additional measures necessarily impose additional constraints on Younited S.A.
in the day-to-day management of its business and Younited S.A. has less flexibility to adjust its various sources
of financing.
In the future, the ACPR may decide to lower, increase or remove such specific requirements. The ACPR may
also decide to impose additional specific prudential requirements on Younited S.A.. Such specific requirements
may have an impact on the management by Younited S.A. of its funding structure and other prudential
parameter.
Prudential regulation is frequently amended and adapted to reflect the evolving economic, financial and
political environment, and to incorporate the lessons learned from past crises and the recommendations of
international standard-setters and regulatory authorities. Such changes may have a significant and unforeseen
impact on Younited’s business models, risk profiles and financial performance, and may require them to adjust
their strategies, policies and processes accordingly, which may entail significant costs and efforts. Failure to
comply with or implement procedures, operations or requests from regulatory authorities in a timely manner
may have a material adverse effect on their business, financial situation and results of operations.
The prudential regulatory environment has evolved over time and includes (i) Directive (EU) 2013/36 of the
European Parliament and of the Council of 26 June 2013 (“CRD IV” as amended or replaced from time to time,
including by Directive (EU) 2019/878 of the European Parliament and of the Council of 20 May 2019 (“CRD V”)
and by Directive (EU) 2024/1619 of the European Parliament and of the Council of 31 May 2024 (“CRD VI”))
and (ii) Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 (“CRR”,
as amended or replaced from time to time, including by Regulation (EU) 2019/876 of the European Parliament
and of the Council of 20 May 2019 (“CRR II”) and by Regulation (EU) 2024/1623 of the European Parliament
and of the Council of 31 May 2024 (“CRR III”)).
CRD VI amends CRD IV as regards to supervisory powers, sanctions, third-country branches and
environmental, social and governance (“ESG”) risks. It must be transposed into national law by Member States
by 10 January 2026. In general, CRD VI measures will be applicable from 11 January 2026, apart from
provisions on third-country branches applicable from 11 January 2027. As at the date of this Annual Report,
the national implementations of CRD VI in the markets where Younited is active are not yet known.
CRR III amends CRR as regards to requirements for credit risk, credit valuation adjustment (CVA) risk,
operational risk, market risk and the output floor. CRR III will apply from 1 January 2025, except for certain
provisions that applied from 9 July 2024.
Younited operates in a business that is heavily regulated, and European and national laws and
regulations that are relevant to Younited’s organisation and activities may be amended from time to
time and require the adaptation of Younited’s practices, which may result in unexpected costs.
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As a regulated financial institution, Younited operates in an environment that is heavily regulated by financial
services laws and regulations at European and national levels in each jurisdiction where Younited conducts its
business. Laws and regulations that are relevant to Younited’s organization and activities may be amended
from time to time and the interpretation of legal and regulatory requirements by competent supervisory
authorities and competent courts may change over time. This may require the adaptation of Younited’s
practices, which may result in unexpected costs.
Younited also must comply with Directive (EU) 2015/2366 of the European Parliament and of the Council of
25 November 2015 on payment services in the internal market (“PSD2”).
Any changes in the payment services regulation might require Younited to further adapt its practices,
procedures and business model. Such changes may negatively impact Younited’s financial position with
unexpected costs.
Furthermore, as a specialised credit institution licenced to provide certain investment services, Younited is
subject to the second Markets in Financial Instruments Directive (“MiFID II”), as transposed under national law.
Any changes in the investment services regulation might require Younited to further adapt its practices,
procedures and business model. Such changes may negatively impact Younited’s financial position with
unexpected costs.
Resolution Powers and Capital Instruments
Younited is subject to resolution powers, including write-down and conversion of capital instruments
and bail-ins, which may have negative impacts on Younited’s business and on the value of the shares
of the Company.
Younited S.A., as a specialised credit institution and investment services provider, is subject to the European
framework for the recovery and resolution of credit institutions and investment firms, established by the
Directive (EU) 2019/879 of the European Parliament and of the Council of 20 May 2019 (“BRRD”) and the
Single Resolution Mechanism Regulation (“SRMR”) (as amended by Directive (EU) 2014/59 of the European
Parliament and of the Council of 15 May 2014 (“BRRD II”) and Single Resolution Mechanism Regulation II
(“SRMR II”)) and as transposed into French law. The Company, as a financial holding company within the
meaning of CRR, is also subject to this framework, as transposed into national law.
This framework provides relevant resolution authorities with common tools and powers to ensure that failing
or likely to fail credit institutions and banking groups can be resolved in an orderly manner, without recourse
to public funds and with minimal disruption to the financial system and the real economy.
Under this framework, resolution authorities are responsible for preparing and implementing resolution plans
and decisions for entities subject to this framework. The measures mentioned in the resolution plan are
indicative and not binding on the resolution authorities. The resolution authority may also require Younited S.A.
to maintain a minimum level of own funds and eligible liabilities (“MREL”) that can be used to absorb losses
and restore Younited S.A.’s capital position in case of resolution.
The resolution authority may decide to apply resolution measures if it determines that an institution or entity is
failing or likely to fail, there is no reasonable prospect that any other action will prevent the failure within a
reasonable timeframe, and a resolution measure is necessary because a liquidation procedure would fail to
achieve the resolution objectives. These objectives include ensuring the continuity of critical functions, avoiding
a significant adverse effect on the financial system, protecting public funds by minimizing reliance on
extraordinary public financial support, and protecting client funds and assets, particularly those of depositors.
If these conditions are met, the resolution authority may apply one or more resolution tools, with a view to
recapitalizing the institution or entity, or restoring its viability. These resolution tools include the sale of the
business tool, the bridge institution tool, the asset separation tool or the bail-in tool. The bail-in tool allows the
resolution authority to write down, convert or cancel shares or other liabilities, in order of seniority, to restore
the failing institution’s viability or facilitate its orderly winding-up.
The resolution authority could also, independently of a resolution measure or in combination with a resolution
measure, carry out a write-down of equity or a conversion of all or part of the capital instruments (including
subordinated debt instruments) into equity if it determines that the institution or entity will no longer be viable
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unless it exercises these write-down or conversion powers or if the institution or entity will require extraordinary
public financial support.
Application of the bail-in tool or any other resolution or write-down measure may result in the loss of value, the
conversion, the cancellation or the subordination of Younited S.A.’ shares or other liabilities and may have a
material adverse effect on the Company as the majority shareholder of Younited S.A.
After a resolution procedure is initiated, and in addition to the bail-in tool, the resolution authority is provided
with broad powers to implement other resolution measures with respect to institutions that are placed in
resolution and/or, under certain circumstances, their group, which may include (without limitation) the sale of
the institution’s business, the separation of assets, modifications to the terms of instruments (including
imposing a temporary suspension of payments), discontinuation of the listing and admission to trading of
financial instruments, the dismissal and/or replacement of directors and/or of managers or the appointment of
a temporary special administrator (administrateur spécial) and the issuance of new equity or own funds.
Alongside those resolution tools, the resolution authority may temporarily suspend any payment obligation or
delivery obligation under a contract entered by the relevant entity, so long as the payment and delivery
obligations continue to be performed, and collateral continues to be provided.
Younited S.A. has been designated as the “resolution entity” in respect of which the resolution plan prepared
by the resolution authority provides for resolution actions. The in concreto implementation of the European
framework for the recovery and resolution of credit institutions and investment firms, both in terms of resolution
tools and resolution strategy remains subject to the resolution authority’s discretion and may evolve should
Younited S.A. be subject to the FHC Approval Requirements in the future.
Application of these broad powers by the resolution authority may lead to changes to, and may have negative
impacts on, Younited’s business, the value of Younited’s shares and the strategic direction Younited.
Deposit Guarantee Scheme and Debt Collection
Changes to the French deposit guarantee scheme, or a decision that Younited’s retail deposits will no
longer be covered by the French deposit guarantee scheme, could have an adverse effect on
Younited’s business, financial position and results of operations.
As an entity regulated by the ACPR, Younited S.A.’ deposit products are guaranteed by the Fonds de garantie
des dépôts et de résolution (FGDR). The maximum insured amount under the French deposit guarantee
scheme is currently €100,000. A customer’s total deposits with Younited in its accounts could exceed the
maximum amount covered by the French deposit guarantee scheme or interest accrued on the account, and
the amount exceeding the limit would not be insured. If the maximum insured amount under the French deposit
guarantee scheme were to be reduced, if the French deposit guarantee scheme were cancelled in its entirety
or if the terms attaching to the French deposit guarantee scheme were otherwise adversely amended, it could
substantially affect the inflow of new retail deposits to Younited and result in a significant increase in the amount
of retail deposit withdrawals. As a result, Younited’s business, financial position and results of operations could
be materially adversely affected.
The loss of coverage by the French deposit guarantee scheme could mean that Younited would have to
discontinue offering retail deposit products or pay higher interest rates to attract new deposit inflows, which
could adversely affect Younited’s liquidity position and impair its ability to fund its business as well as its ability
to continue its business as currently conducted.
In addition, the European Commission adopted a proposal on 18 April 2023 to strengthen the framework for
bank crisis management and deposit guarantees (CMDI). This proposal could lead to wider use of the
guarantee and resolution funds and increase Younited’s contributions to the guarantee and resolution funds.
Younited could be adversely affected by changes in laws regarding debt collection, debt restructuring
and personal bankruptcy.
Younited recoveries on written-down loans depend primarily on the effectiveness of the legal debt collection
systems, including laws regarding debt collection, debt restructuring and personal bankruptcy, in the countries
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in which it operates. Recoveries are, to some extent, dependent on the commitment by and the efficiency of
Younited’s third-party debt collection partners. Younited’s ability to collect on its past due loans could also be
adversely affected by changes in debt restructuring or personal bankruptcy laws if, for example, other creditors
are granted priority over personal loan providers in restructurings or bankruptcies.
Younited’s business could also be adversely affected by changes in laws regarding statutes of limitations on
debt collection. There is a risk that the statute of limitations on debt collection could be shortened, or the ability
to extend the statute of limitations could be restricted or abolished, in the countries in which Younited operates,
which could adversely affect Younited’s ability to collect from defaulting customers if it is not able to claim in
court repayment of outstanding debts.
Any changes in laws and regulations affecting Younited’s ability to collect from defaulting customers could
have a material adverse effect on its business, financial condition and results of operations.
Younited may be adversely affected by changes in laws regarding its collateralised funding structures.
Younited regularly sells personal loans in its loan portfolio to special purpose vehicles (“SPVs”), and such loans
are used as security for Younited’s collateralised funding in the form of asset-based securities (“ABSs”) and
warehouse financing. In planning and structuring such funding, Younited relies on the existing regulatory
framework concerning securitisation and/or the sale of non-performing loans, including but not limited to,
Regulation (EU) 2017/2402 and Directive (EU) 2021/2167 (as implemented in certain member states).
Changes to the legal or regulatory requirements including as to the interpretation thereof, may require Younited
to change its funding structures to maintain compliance with the relevant requirements. It also relies on certain
interpretations of applicable tax laws about, among others, the valuation of the personal loans transferred to
the SPVs and the timing and classification of payments within Younited’s group. Changes in tax laws or
challenges to Younited’s interpretation of applicable tax laws may require Younited to change its funding
structures and could expose Younited to additional tax liabilities, including accrued interest and penalties,
which could have a material adverse effect on Younited’s business, financial condition and results of
operations.
In addition, a change in national banking monopoly regulations (e.g., restricting the possibility to transfer loans
to SPVs) could have a negative impact on Younited’s ability to sell personal loans in its loan portfolio to SPVs.
Thus, such a change could have a material adverse effect on Younited’s business, financial condition and
results of operations.
Compliance and Legal Risks
Failure to comply with anti-money laundering, anti-terrorist financing and sanctions regulations could
have a material adverse effect on Younited’s business, financial condition and results of operations.
Younited is subject to laws and regulations regarding money laundering, the financing of terrorism and
sanctions. Monitoring compliance with such laws and regulations can put a significant financial burden on
banks and other financial institutions, and compliance requires significant technical capabilities.
Although Younited believes that its current policies and procedures are sufficient to comply with applicable
laws and regulations relating to anti-money laundering, anti-terrorist financing and sanctions, there is a risk
that such policies will not be effective in preventing money laundering, terrorist financing or violations of
sanctions, including actions by Younited’s employees for which Younited could be held responsible.
Any such breach of the applicable regulations preventing money laundering and terrorist financing or violations
of sanctions could have severe consequences, including sanctions, fines and reputational consequences,
which could have a material adverse effect on Younited’s (and thus on Younited’s) business, financial condition
and results of operations.
In addition, Younited cannot predict the nature, scope or effect of future regulatory requirements to which it
might be subject or the way existing laws might be administered or interpreted.
Younited is subject to the risk of legal and regulatory proceedings and investigations that may entail
significant costs, liabilities and reputational damage.
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Younited operate in a highly regulated industry, which is governed by a complex set of laws and regulations,
and in various European jurisdictions (including through Younited’s branches in Spain, Italy and Portugal),
which exposes Younited to the risk of legal and regulatory proceedings and investigations by public authorities,
supervisory agencies, judicial courts, arbitration panels or other dispute resolution bodies, as well as to the
risk of claims, complaints or litigation by customers, competitors, employees, shareholders or other third
parties. Such proceedings and investigations may relate to various aspects of Younited’s business, such as
consumer protection, anti-money laundering, anti-corruption, data protection, competition, tax, accounting or
other matters.
Authorities in other European jurisdictions where Younited operates, including through branches, are
competent to supervise Younited’s compliance with certain local laws pertaining to the conduct of its business
and laws deemed to be protecting the general good and may take enforcement actions against Younited.
Legal and regulatory proceedings and investigations may entail significant costs, liabilities, fines, penalties,
injunctions, remediation measures, compensation payments, disgorgement of profit, class actions, settlements
or criminal sanctions, which may have a material adverse effect on Younited’s financial condition and results
of operations. Moreover, legal and regulatory proceedings and investigations may damage Younited’s
reputation, impair its relationships with customers, partners, regulators and other stakeholders and affect
Younited’s ability to conduct its business or pursue its strategic objectives.
The ability of Younited’s shareholders to bring actions or enforce judgments against Younited or
Younited Board may be limited.
Given that Younited S.A. had prior to the Business Combination with the Company operated only as a private
enterprise, its internal controls may not be sufficient to meet the requirements imposed on public companies.
Prior to the Business Combination, Younited S.A. operated as a private enterprise. As a result, Younited’s
internal control systems are, from a public company standpoint, still in the process of being developed, given
Younited’s new status as a public company, even though it has certain control systems in place in the context
of applicable banking and financial services regulations. Consequently, Younited’s internal control environment
is commensurate to its size and status prior to the Business Combination. Younited is constantly working on
improving Younited’s internal control system. As a company pre-listing, Younited’s internal control environment
was subject to limited self-testing and internal audit. Younited’s decision-making processes, and internal
controls may not be sufficiently developed to prevent errors (including accounting- and tax-related errors),
inefficiencies and compliance violations. For example, accounting errors could occur due to revenue or
expenses being recorded in wrong periods or otherwise. In any such case, or if Younited otherwise discovers
deficiencies in its internal control systems, Younited may be required to undertake corresponding corrections
or incur unexpected costs, and trust in Younited’s business and operations may be adversely affected.
Complying with the various laws and regulations applicable to Younited’s business is particularly challenging
and this challenge will increase as Younited continues to grow. Consequently, Younited’s compliance and risk
management systems may not be sufficient to ensure that Younited’s employees, third-party contractors,
related parties and agents are or will follow all applicable laws and regulations. The criteria for determining
compliance are often complex and subject to change and new interpretation, and internationalisation of
Younited’s business may add further complexity. If Younited fails to comply with applicable laws and
regulations, Younited may breach representations made to its collaborators, and regulatory authorities may
require Younited to take remedial action. In addition, such violations may be punishable by criminal and civil
sanctions, including substantial fines, and harm Younited’s reputation.
Tax Risks
Younited is subject to taxation in multiple jurisdictions, and any changes to this tax environment may increase
Younited’s tax burden. Younited is subject to complex tax laws in each of the jurisdictions in which it operates.
Changes in tax laws or regulations could adversely affect Younited’s tax position, such as its effective tax rate
or tax payments and thus its financial results. The various applicable regulations may also be a source of risk
due to their imprecision, difficulties in their interpretation or changes in their interpretation by local tax
authorities, which may change unexpectedly and may have a retroactive effect.
Younited could be subject to additional tax risks attributable to previous assessment periods
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Younited has obligations to file tax returns and pay tax across several different jurisdictions. Although Younited
considers that it complies with all relevant obligations, tax laws and regulations are complex and often require
subjective interpretation and determinations. Therefore, there is a risk that it may inadvertently fail to comply
with applicable laws and regulations in a jurisdiction in which it does business and/or the tax authorities may
not agree with the determinations that are made by Younited with respect to the application of tax law, leading
to potentially lengthy and costly disputes and potentially resulting in the payment of substantial amounts for
tax, interest and penalties.
Any of these risks could subject Younited to additional or increased tax payments and, in turn, have a material
adverse effect on its business, financial condition, results of operations and prospects.
Tax risks related to the Business Combination
It is possible that any transaction structure determined necessary by Younited to complete the Business
Combination may have adverse tax consequences for holders of Public Shares and/or Public Warrants, which
may differ depending on their individual status and residence.
Investors may suffer adverse tax consequences in connection with acquiring, owning and disposing
of the Public Shares and/or Public Warrants.
The tax consequences in connection with acquiring, owning and disposing of the Public Shares and/or Public
Warrants may differ from the tax consequences in connection with acquiring, owning and disposing of
securities in other entities and may differ depending on an investor’s particular circumstances including, without
limitation, where investors are tax residents. Such tax consequences could be materially adverse to investors
and investors should seek their own tax advice about the tax consequences in connection with acquiring,
owning and disposing of the Public Shares and/or Public Warrants including, without limitation, the tax
consequences in connection with the redemption of the Public Shares and/or Public Warrants or any liquidation
of Younited and whether any payments received in connection with a redemption or any liquidation would be
taxable.
Data Privacy and AI Risks
Risks related to the collection, storage and processing of personal data and the violations of the
security and confidentiality of Younited’s and Younited’s information systems.
Younited, collect, store and process confidential and personal data regarding Younited’s respective customers
and employees and other third parties. This includes a range of customer data such as names, account
numbers and personal financial details, including bank transaction data. As a result, Younited is subject to
stringent privacy and data protection laws of various European jurisdictions in which it operates, including the
General Data Protection Regulation (EU) 2016/679 (the “GDPR”), the French Data Protection Law of 6 January
1978 on Information Technology, Data Files and Liberties, as amended and Luxembourg Data Protection Law
of 1 August 2018 on the organization of the National Commission for Data Protection and the implementation
of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection
of natural persons with regard to the processing of personal data and on the free movement of such data, and
repealing Directive 95/46/EC (General Data Protection Regulation). GDPR imposes substantial fines for non-
compliance, which can reach up to €20 million or 4% of Younited’s annual global turnover. See Section 13.6
Data Protection Laws and Compliance”. Additionally, the French and Luxembourg data protection regulators,
respectively, the CNIL (Commission nationale de l’informatique et des libertés) and the CNPD (Commission
nationale pour la Protection des Données’), contribute to certain guidance rules which could affect Younited’s
and Younited’s activities.
Younited’s reliance on third-party service providers and their own employees to collect and manage personal
data heightens the risk of misappropriation, loss, unauthorised disclosure, damage or processing in violation
of applicable laws. Despite Younited’s efforts to ensure compliance, the interpretation and application of GDPR
may vary across jurisdictions, potentially leading to inconsistent enforcement actions or conflicts with
Younited’s practices. Moreover, Younited’s and their third-party service providers’ systems are potential targets
for unauthorised access or inadvertent data breaches, which could lead to the compromise or loss of
proprietary information and user data. They could be subject to the risk of cyber-attacks, including but not
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limited to security breaches, phishing, malware and denial-of-service attacks. Human errors, like inadvertent
non-compliance with security policies, could also lead to data breaches or system downtime.
Should a data breach occur, Younited would likely incur substantial costs associated with addressing the
breach, such as notifying affected parties, engaging with regulators, mitigating the breach’s impact and
implementing measures to prevent future incidents. Younited could face significant regulatory fines, become
the targets of litigation or face other types of claims related to the incident. Furthermore, Younited’s insurance
coverages may not be adequate to fully protect against the financial repercussions associated with security
breaches, cyber-attacks and other data-related incidents. Any such events could have a material adverse effect
on Younited’s business, results of operations, reputation, financial condition and prospects.
Risks related to the use of AI systems.
Younited may make use of artificial intelligence (“AI”) systems as part of its business. As a result, Younited will
be subject to the Regulation (EU) 2024/1689 of the European Parliament and of the Council of 13 June 2024
(the “AI Act”) laying down harmonised rules on artificial intelligence and amending Regulations (EC) No
300/2008, (EU) No 167/2013, (EU) No 168/2013, (EU) 2018/858, (EU) 2018/1139 and (EU) 2019/2144 and
Directives 2014/90/EU, (EU) 2016/797 and (EU) 2020/1828, acting as a deployer of AI systems within the
meaning thereof.
The AI Act will apply in principle on 2 August 2026, subject to certain provisions applying as of 2 August 2025,
regarding the prohibited AI systems, which Younited does not intend to use.
The AI Act imposes substantial fines for non-compliance, which can reach up to €35 million or 7% of Younited’s
annual global turnover, whichever is higher.
The development and adoption of AI, including generative AI, and its current or anticipated use by Younited or
third parties it depends on, may heighten the risk of disruption to Younited’s operations, systems or data, as
well as those of the third parties Younited relies on. Additionally, it may introduce new operational risks that
Younited has not yet foreseen.
Unintended consequences, uses or customization of AI systems may adversely impact human rights, privacy,
employment or other social issues. This could lead to claims, lawsuits, damage to Younited’s brand or
reputation and heightened regulatory scrutiny, all of which could negatively affect Younited’s business, financial
condition and operating results.
Despite Younited’s efforts to ensure compliance, the interpretation and application of the AI Act may vary
across jurisdictions, potentially leading to inconsistent enforcement actions or conflicts with Younited’s
practices.
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SECTION 4 Corporate Governance
4.1
Corporate Governance
As a Luxembourg-governed company that is traded on Euronext Amsterdam and Euronext Paris, the Company
is not required to adhere to the Ten Principles of Corporate Governance adopted by the Luxembourg Stock
Exchange applicable to Luxembourg law governed companies that are traded on the regulated market of the
Luxembourg Stock Exchange nor to the Dutch Corporate Governance Code applicable to companies
incorporated in the Netherlands and listed on a regulated market. The Company has not opted to apply the
Ten Principles of Corporate Governance or the Dutch Corporate Governance Code on a voluntary basis.
The corporate governance rules of the Company are therefore based on applicable Luxembourg laws, the
Articles of Association and its internal regulations, in particular the Board Rules. The Audit Committee and the
Risk Committee perform their duties in compliance with applicable laws, in particular Regulation (EU) No.
537/2014 of the European Parliament and the Council of 16 April 2014 on specific requirements regarding the
statutory audit of public-interest entities, as amended, and the Audit Law (as defined below).
The Company has established a comprehensive corporate governance framework, which includes a Board of
Directors consisting of ten members, five of whom are independent and five of whom are not. This composition
ensures adherence to applicable legal requirements while considering diversity in capabilities, qualifications,
independence, viewpoints, experience, knowledge, gender, race, and ethnicity.
The Company has set up the following committees: (i) Audit Committee, (ii) Risk Committee, (iii) Nomination
and Remuneration Committee, and (iv) Disclosure Committee. Additionally, the Company maintains an internal
audit function, with the senior internal auditor appointed and dismissed by the Board of Directors upon the
Audit Committee's recommendation.
The Company has implemented various governance policies, which can be accessed on its website at
Nomination and Remuneration Committee Terms of Reference, (iii) Risk Committee Terms of Reference, (iv)
Remuneration Policy, (v) Insider Trading Policy, (vi) Disclosure Policy, (vii) Disclosure Committee Terms of
Reference, (viii) Board Rules, (ix) Related Party Transactions Policy, and (x) Diversity and Inclusion Policy.
The Company, as a financial holding company, has been exempted from the FHC Approval Requirement by
a joint decision from the ACPR and CSSF dated December 2, 2024. The Company ensures compliance with
prudential requirements on a consolidated basis across the group, comprising The Company and its
subsidiaries, and continuously monitors its governance arrangements, policies, and procedures to ensure
alignment with these regulatory obligations.
4.2
Composition of the Board of Directors
Following the Closing, the Board of Directors consists of ten (10) members, including five (5) independent
Directors and five (5) non-independent Directors, in compliance with applicable law. The composition of the
Board reflects a balance of skills, qualifications, independence, and diversity in terms of experience,
perspectives, and background, including race, ethnicity, and gender.
The Company Board is composed of the following members, were appointed at the EGM held on 12 December
2024 for a term expiring at the Annual General Meeting of Shareholders in 2026, which will be convened to
approve the 2025 annual accounts. The Chairperson of the board is Elizabeth Critchley.
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Name
Date of Birth
07/04/1981
Position
Committee
Sergi Herrero Noguera
Gilles Grapinet
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
Remuneration; Audit
Audit
03/07/1963
27/08/1953
27/06/1955
09/03/1987
Rodney O’Neal
Sally Tennant
N/A
Risk; Disclosure
Risk; Disclosure
Ismaël Emelien
Eurazeo Global Investor
SAS, with Romain Mombert
as permanent representative
Romain Mombert:
09/10/1992
Director
Director
Remuneration
Audit
Bpifrance Investissement,
with Arnaud Caudoux as
permanent representative
Arnaud Caudoux:
16/12/1970
08/05/1976
08/10/1956
09/01/1963
Chairperson
Director
Remuneration
Risk; Disclosure
Audit
Elizabeth Critchley
Timothy C. Collins
Thomas Isaac
Director
The Committee Chairs are:
Risk Committee: Sally Tennant
Audit Committee: Gilles Grapinet
Nomination and Remuneration Committee: Sergi Herrero Noguera
Disclosure Committee: Sally Tennant.
The Chief Executive Officer (‘CEO’) is Charles Egly, and the Chief Financial Officer (‘CFO’) is Xavier Pierart.
4.2.1 Diversity Policy
The Company is committed to fostering an inclusive, equitable, and diverse workplace where all employees
are treated with dignity and respect. The Company actively promotes a work environment free from
discrimination, harassmentwhether physical or moralvictimization, or any other form of unlawful treatment.
Commitment to a Respectful Workplace
The Company ensures a professional environment where individual differences are recognized and valued.
Employees, managers, and directors are trained on their rights and responsibilities under this policy,
reinforcing their role in maintaining an inclusive workplace. Any form of bullying, harassment, or discrimination
is strictly prohibited, and violations are addressed through the Company’s grievance and disciplinary
procedures. Severe breaches may result in dismissal, particularly in cases of gross misconduct.
Equal Opportunities and Professional Growth
The Company is committed to providing equal access to training, development, and career advancement,
ensuring that all employees can reach their full potential. Staffing decisions are based on merit, except where
legal exemptions apply under the Luxembourg Labour Code or other relevant laws.
Monitoring and Continuous Improvement
To ensure the effectiveness of its diversity and inclusion initiatives, the Company regularly reviews its policies
and employment practices. The composition of the workforce is monitored based on factors such as age,
gender, sexual orientation, religion, and disability. This policy is assessed annually to align with legal and
organizational developments.
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Through these commitments, the Company upholds its pledge to promote equality, diversity, and inclusion
across all levels of the organization.
4.3
Corporate Governance Practices
Audit Committee
The Company Board will appoint from among its Directors an Audit Committee. The Company Board shall be
entitled to appoint observer(s) to the Audit Committee. The Audit Committee will be responsible for all matters
set forth in the Luxembourg law of 23 July 2016 on the audit profession, as amended (the “Audit Law”) and will
be, among other things, considering matters relating to financial controls and reporting, internal and external
audits, the scope and results of audits and the independence and objectivity of auditors. It will monitor and
review the Company’s audit function and, with the involvement of its auditor, will focus on compliance with
applicable legal and regulatory requirements and accounting standards. The Audit Committee will consist of
Gilles Grapinet, Sergi Herrero Noguera, Thomas Isaac and Bpifrance 248 Investissement with Arnaud
Caudoux as permanent representative. Gilles Grapinet will chair the Audit Committee. The tasks of the Audit
Committee include, among others:
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assisting Board oversight of (i) the integrity of the Company’s financial reporting, (ii) the effectiveness
of the Company’s internal quality control and enterprise risk management systems regarding financial
reporting of the Company, including reviewing publications and disclosures of all financial results, (iii)
the performance of the Company’s statutory audit of the annual and consolidated financial statements,
(iv) the independence and selection procedures of the Company’s approved audit firm and (v) approval
of audit fees and overall compensation to the auditors;
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developing and overseeing the process for the selection of, as well as being responsible for, the
appointment, re-appointment, removal and oversight of the work of the external auditor and any other
independent registered public accounting firm engaged by the Company;
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establishing and implementing pre-approval policies and procedures for certain types of non-audit
services to be provided by the external auditor and approved audit firm;
reviewing the content of the annual report and accounts, if requested by the Company Board, and
providing advice on the adequacy of the information provided to shareholders as well as the inclusion
of Board statements in the annual report;
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reviewing the financing considerations and capital-raising strategy of the Company;
meeting the external auditor, at least annually without management being present, to discuss the
external auditor’s remit and issues arising from the audit; and
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discussing with the external auditor factors that could affect audit quality and review, and approving
the annual audit plan.
Risk Committee
The Company Board will appoint from among its Directors a Risk Committee. The Company Board shall be
entitled to appoint observer(s) to the Risk Committee. The Risk Committee will be responsible for all matters
set forth in the Audit Law and will be, among other things, considering matters involving the Company’s overall
current and future risk appetite and strategy and assisting the Company Board in overseeing the
implementation of the Company’s strategy by management, dealing with acute risk situations and monitoring
the efficiency of the Company’s risk management system. The Risk Committee will consist of Timothy C.
Collins, Sally Tennant and Ismaël Emelien. Sally Tennant will chair the Risk Committee. The tasks of the Risk
Committee include, among others:
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determining, monitoring and managing the Company’s risk profile in relation to the risk appetite and
risk bearing capacity;
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reviewing the Company’s overall enterprise risk management framework and processes, procedures
for detecting fraud and systems and controls for ethical behaviour and the prevention of bribery;
reviewing and approving related party transactions in accordance with the Related Party Transactions
policy;
establishing and, on an annual basis, reviewing the Company’s key compliance policies and core
procedures regarding compliance with applicable laws and regulations from time to time, including,
but not limited to, the Company’s code of ethics, as well as advising the Company Board on the terms
and conditions of the delegation of authority with respect to risk policies;
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ensuring through a combination of ongoing and separate evaluations that the components of internal
control are present and functioning effectively;
ensuring that a robust assessment of the emerging and principal risks facing the Company has been
undertaken by the Company, whereas any material risk limit breach that places the Company at risk
of exceeding its risk appetite and, in particular, of putting at risk the Company’s financial condition,
triggers a meeting of the Risk Committee discussing all relevant findings, recommendations and action
plans and is escalated promptly to the Company Board to provide advice on the management and
mitigation of those risks; reporting to the Company Board at least quarterly its observations,
recommendations and deliberations on findings regarding compliance, risk management and internal
control;
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reviewing the Company’s overall enterprise risk management framework and processes, procedures
for detecting fraud and systems and controls for ethical behaviour and the prevention of bribery; and
receiving reports on non-compliance.
Disclosure Committee
The Company Board will appoint a disclosure committee from among its Directors (the “Disclosure
Committee”), while the Company Board may decide to appoint such individuals as members or observers to
the committee, who do not need to be Directors, but in light of their qualifications, or tasks and position
assigned to them within the Group, may contribute to the efforts of the committee. Examples of such individuals
include the individual responsible for handling statutory disclosures within the Group or the compliance officer
appointed to a subsidiary of the Company. The Disclosure Committee will, among other things, consider
matters relating to the disclosure obligations of the Company as further detailed in the disclosure policy (the
“Disclosure Policy”). The Disclosure Committee will consist of Xavier Pierart (in its capacity as Disclosure
Officer as appointed by the Company Board under the Disclosure Policy), Sally Tennant, Ismaël Emelien,
Timothy C. Collins, and Véronique Moussu in her capacity as Compliance Officer of the Company. Sally
Tennant will chair the Disclosure Committee. The tasks of the Disclosure Committee will include, among
others:
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determining, monitoring and managing the Company’s disclosure obligations under the MAR and the
Luxembourg Transparency Law to ensure accurate reporting, including by taking corrective measures
if necessary;
monitoring and managing the Company’s disclosure practice towards the public as well as any
financial market authority (in particular, the Luxembourg Financial Supervisory Authority (Commission
de Surveillance du Secteur Financier), the Netherlands Authority for the Financial Markets (Stichting
Autoriteit Financiële Markten), and the French Authority for the Financial Markets (Autorité des
marchés financiers); • advising on and, on an annual basis, reviewing the Disclosure Policy and core
procedures regarding compliance with applicable laws and regulations from time to time;
assisting the Disclosure Officer in his/her tasks as detailed by the Disclosure Policy;
ensuring through a combination of ongoing and separate evaluations that the components of internal
control are present and functioning effectively, ensuring that a robust assessment of the Company’s
disclosure obligation has been undertaken, whereas any situation requiring assessment of disclosure
obligations, triggers a meeting of the Committee discussing along all relevant findings,
recommendations and action plans and, to the extent required, is escalated promptly to the CEO who
shall decide on and take required immediate action in accordance with the Disclosure Policy;
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reporting to the Board on a regular basis its observations, recommendations and deliberations on
findings regarding disclosure-related matters; and
working and liaising as necessary with other Board committees and officers of the Company, such as
an insider-trading officer, and considering such other matters as may be requested by the Board.
Nomination and Remuneration Committee
The Company Board will appoint from among its Directors a Nomination and Remuneration Committee. The
Nomination and Remuneration Committee will, among other things, consider matters relating to (i) the
remuneration of certain members of management and the workforce and (ii) the appointment of the Directors
and members to the Company Board committees. It will review the composition of the Company Board and
recommend candidates for the Company Board and its committees including formulating succession plans, as
well as assist with the evaluation of Board performance. The Nomination and Remuneration Committee will
consist of Elizabeth Critchley, Sergi Herrero Noguera and Eurazeo Global Investor, with Romain Mombert as
permanent representative. Sergi Herrero Noguera will chair the Nomination and Remuneration Committee.
The tasks of the Nomination and Remuneration Committee include, among others:
-
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determining the framework or broad policy for the remuneration of the chair of the Company Board
and the CEO and CFO;
setting and monitoring the level and structure of remuneration (including share incentive awards and
related performance targets) for Senior Management and such other individuals as are appointed to
senior positions;
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informing the Company Board of its decisions relating to remuneration on a quarterly basis and
seeking advance approval of the Company Board on any extraordinary matters of remuneration;
reviewing workforce remuneration and related policies and the alignment of incentives and rewards
with culture;
reviewing the ongoing appropriateness and relevance of the remuneration policy (the “Remuneration
Policy”);
determining the total individual remuneration package of the chair of the Company Board and Senior
Management including bonuses, incentive payments, share-based awards, pension and benefits;
reviewing the proposed budget and objectives set for bonus and long-term incentive awards;
reviewing annually the performance of the Company and Senior Management;
establishing the selection criteria, selecting, appointing and setting the terms of reference for any
remuneration consultants who advise the Remuneration Committee;
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preparing and submitting to the Company Board an annual remuneration report for submission to the
general meeting of shareholders;
regularly reviewing the structure, size and composition (including the skills, knowledge, experience
and diversity) of the Company Board and making recommendations to the Company Board with regard
to any changes;
-
giving full consideration to succession planning for directors and other senior executives in the course
of its work, taking into account the challenges and opportunities facing the Company, and what skills
and expertise are therefore needed on the Company Board in the future;
identifying and nominating for the approval of the Company Board or the general meeting of
shareholders, as applicable, candidates to fill Board vacancies as and when they arise;
before appointment is made by the Company Board or the general meeting of shareholders, as
applicable, evaluating the balance of skills, knowledge, experience and diversity on the Company
Board, and, in light of this evaluation, preparing a description of the role and capabilities required for
a particular appointment;
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reviewing the results of the Company Board’s performance evaluation process that relate to the
composition of the Company Board;
reviewing annually the time required of Directors and assessing whether they are spending enough
time to fulfil their duties;
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reviewing the leadership needs of the Company, both executive and non-executive, with a view to
ensuring the continued ability of the Company to compete effectively in the marketplace; and
making recommendations to the Company Board concerning:
plans for succession for both Executive and Directors and in particular for the key roles of the
Chairperson and the CEO;
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the membership of Board committees, in consultation with the chairpersons of those committees; and
the re-appointment of any Director at the conclusion of their specified term of office having given due
regard to their performance and ability to continue to contribute to the Company Board in light of the
knowledge, skills and experience required.
4.4
Luxembourg Takeover Law Disclosure
In accordance with the Luxembourg law of 19 May 2006 on takeover bids, which transposes Directive
2004/25/EC of the European Parliament and of the Council of 21 April 2004, the Company is required to
disclose certain information related to takeover bids. This law establishes minimum guidelines for the conduct
of takeover bids for securities of companies governed by the laws of an EU or EEA Member State, where all
or part of these securities are admitted to trading on a regulated market in one or more Member States.
Notification of Threshold Crossings: Any holder of securities, certificates representing securities, or financial
instruments giving an entitlement to vote in the Company must notify the Company and the Commission de
Surveillance du Secteur Financier (CSSF) of any acquisition, transfer, or similar operation that causes their
holding to reach, exceed, or fall below thresholds. As defined in the Articles of Association, a change of control
occurs when an entity acquires the power to direct or cause the direction of the management and policies of
the Company, whether through ownership of securities, contractual agreements, or other means. Any such
change must be disclosed in accordance with Luxembourg Takeover Law. The Articles of Association specify
the governance structure of the Company, including the roles and responsibilities of the Board of Directors.
The Board is responsible for ensuring compliance with takeover regulations and maintaining transparency in
all operations
Disclosure of Beneficial Ownership and voting rights
the Company is required to disclose securities trading and holding information, including details of beneficial
ownership, to the CSSF and/or the issuers in specific circumstances as mandated by Luxembourg law. The
Articles of Association outline the capital structure of the Company, including the issuance of different classes
of shares (e.g., Class B and Class C shares) and the rights associated with each class. Any significant
changes in the capital structure must be disclosed under Luxembourg Takeover Law. Each share entitles the
holder to one vote at the general meetings of shareholders. Shareholders can exercise their voting rights in
person or by proxy.
Transparency and Reporting Obligations
The Company must comply with transparency principles, ensuring the disclosure of identities of securities
holders to supervisory authorities and issuers, in line with the Transparency Law, Squeeze-out Law, and
Dematerialization Law.
Whistleblowing and Sanctions
The Company’ internal regulations include procedures for whistleblowing and outline possible sanctions for
inappropriate behavior in the workplace, ensuring compliance with Luxembourg's legal framework.
These disclosure requirements are designed to promote transparency and protect the interests of shareholders
and the market the Company adheres to these regulations to ensure compliance and maintain trust with its
stakeholders.
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SECTION 5 Directors, Senior Management and Employees
5.1
Directors and Senior Management
The Board of Directors may delegate the day-to-day management of the Company to Senior Management,
which includes the CEO and CFO. As of the Closing, Senior Management is composed of:
Name
Date of Birth
30/07/1979
16/05/1978
Position
Charles Egly
Xavier Pierart
Chief Executive Officer
Chief Financial Officer
The business address of Senior Management is 21 rue de Châteaudun 75009 Paris, France.
The Company has no employees.
5.2
Compensation
5.2.1 Remuneration Policy
The Company's Remuneration Policy is designed to attract, retain, and motivate highly qualified individuals
while ensuring internal consistency, fairness, and transparency. The policy aligns compensation with the
company’s long-term strategy and sustainable results, while minimizing conflicts of interest and risky behavior.
It aims to provide a balanced and competitive remuneration framework, fostering a performance-driven culture
that supports both short-term and long-term objectives.
The policy ensures that the Company can offer attractive compensation packages to key roles, including the
CEO, CFO, Directors, and Identified Staff, incentivizing them to contribute to the company’s long-term success.
It is structured to align the interests of the employees with the company’s business strategy, focusing on
sustainable growth and value creation. The policy also emphasizes fairness in decision-making, with a
transparent process involving the Nomination and Remuneration Committee and the Board of Directors to
ensure compliance with applicable regulations.
Pursuant to the Remuneration Policy, the compensation of the CEO and CFO may consist of:
base salary or base service fee;
annual bonus; and
equity incentive awards.
Each of these components are further described below.
Base salary or base service fee
The purpose of the base salary or base service fee is to ensure that the Company is able to attract and retain
a talented CEO and CFO to deliver the strategy of the business. The base salary or base service fee is set
taking into account the individual’s skills, experience and their performance and salary levels at other
companies of a similar size and complexity, including those in the fintech space.
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Annual bonus - Equity Incentive Awards
The CEO and CFO will be eligible to receive an annual bonus subject to the achievement of certain
predetermined financial, strategic and operational performance measures. The main purpose of the annual
bonus will be to incentivize and reward the CEO and CFO for the delivery of the Company’s strategy and
objectives over the financial year.
The CEO and CFO would generally be eligible to participate in any equity incentive program maintained by
the Company from time to time. The main purpose of equity incentive awards will be to retain and incentivize
key employees, as well as align their long-time interests with those of The Company’s shareholders.
The CEO and CFO’s variable remuneration, including their annual bonus and Equity Incentive Awards, will
comply with applicable legal requirements relating to the remuneration of individuals whose professional
activities have a material impact on a credit institution’s risk profile as well as the Company remuneration policy
(which provides for, inter alia, a cap on the total variable component of the remuneration expressed as a
percentage of the total fixed component of the remuneration).
SECTION 6 Internal Control Framework
The Company Internal Control framework is fully compliant with applicable legal and regulatory requirements,
including the Code Monétaire et Financier and the Order of 3 November 2014, as amended in 2021. This
Order establishes the internal control principles for credit institutions, financing companies, and investment
firms, with a specific focus on risk assessment and management. The Company's Supervisory body ensures
that the internal control functions adhere to key principles of independence, impartiality, and the provision of
adequate resources.
6.1
Core Principles of the Internal Control System
The Company’s internal control framework is aligned with the Company’s Code of Conduct and is designed to
comply with applicable laws and regulations. It is based on several key principles: individual accountability,
where employees and managers are fully aware of their responsibilities and ensure effective application;
separation of duties, ensuring that key tasks are distributed among different individuals to manage risk;
proportionality, where control levels are aligned with the risks involved, considering factors such as severity,
capital, regulations, and complexity; traceability, with controls and outcomes documented and trackable;
transparency, ensuring open communication of key issues and the availability of whistleblowing channels for
concerns; and ongoing adaptation, with continuous monitoring and adjustment of the internal control system.
6.2
Objectives and Scope
The Company’s internal control system is designed to effectively manage risks and support the achievement
of the Company’s objectives. Its primary missions include ensuring prudent risk management in alignment with
the Company’s values and Code of Conduct; maintaining operational security and preventing malfunctions
through comprehensive risk assessment and mitigation; guaranteeing the accuracy and reliability of
management and financial information; and ensuring compliance with applicable laws, regulations, and internal
policies. The framework addresses all types of risks (e.g., credit, market, liquidity, operational, compliance)
and is implemented at both the Group level and across branches in Italy, Spain, and Portugal, taking into
account local specifics. Additionally, it oversees outsourced services and third-party risks in accordance with
regulatory requirements.
6.3
Organisation
The Company's internal control framework follows the "three lines of defense" model, ensuring effective risk
management and regulatory compliance:
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First Line of Defense (1LoD): Operational functions managing risk exposure, including identifying,
assessing, and mitigating risks within their scope.
Second Line of Defense (2LoD): Risk and internal control functions overseeing financial and non-
financial reporting, ensuring compliance, and promoting a risk-aware culture.
Third Line of Defense (3LoD): Independent periodic control function, outsourced to PwC, evaluating
the effectiveness of the 1LoD and 2LoD, reporting semi-annually to the Supervisory Board.
The Supervisory Board monitors the internal control framework, ensuring compliance and effectiveness, while
the Executive Board implements the strategy and ensures proper authority and resources for compliance. The
RCCI (Head of Compliance and Internal Control) oversees the framework at Group and local levels, reporting
to the CEO and Chief Risk Officer, and ensures policies and resources are adequate for compliance.
6.4
Permanent Control System
The Company's permanent control system operates at two levels. The First-Level Controls (1LoD) are
integrated into operational activities and performed by frontline employees and managers to prevent or mitigate
risks. These controls include automated checks, organizational safeguards, and managerial oversight,
ensuring compliance with procedures and effective risk management. The Second-Level Controls (2LoD) are
independently managed by the Risk, Internal Control & Compliance, and Finance & Strategy functions. These
controls review and assess the effectiveness of 1LoD, evaluate risks, and propose improvements. Additionally,
they provide independent monitoring, conduct thematic reviews, and escalate significant findings to senior
management and regulatory authorities.
By strengthening Level 1 controls and maintaining an independent oversight structure, Level 2 controls
enhance the Group’s proactive and effective risk management framework.
6.5
Periodic Control System
The Third Line of Defense (3LoD), represented by Internal Audit and outsourced to PwC, ensures
independence and objectivity. It assesses the effectiveness of the risk management framework, internal
controls, and governance processes. Key responsibilities include evaluating Level 1 and Level 2 controls,
identifying weaknesses and recommending improvements, ensuring compliance with regulations and policies,
conducting risk-based audits on critical areas, and providing assurance on the adequacy of the internal control
system.
Internal Audit operates with a risk-based approach, offering an independent perspective to strengthen the
organization's risk management.
6.6
Compliance
The Company’s Compliance function, part of the second line of defense, operates centrally and locally to
ensure risk oversight and regulatory adherence. The function covers areas such as Anti-Money Laundering,
Customer Protection, Anti-Bribery, and Ethics. Central Compliance defines policies, monitors regulatory
changes, assesses compliance risks for new products, and oversees European branches, reporting to the
Group RCCI. Local Compliance: Reports to the local branch manager with a functional link to the RCCI.
Ensures implementation of Group standards, adapting to local regulations, with stricter standards prevailing in
case of differences.
This structure ensures compliance across the organization while supporting strategy and managing emerging
risks.
6.7
Governance Framework and Risk Culture at Younited
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The Company's governance is built on policies and procedures that define roles and responsibilities, supported
by Compliance and Enterprise Risk Management (ERM). These policies promote a strong risk culture,
including the Code of Conduct, which sets ethical and customer service standards, and the GDPR Policy
ensuring compliance with data protection laws. The Customer Protection Policy focuses on managing risks to
customer interests, while the Remuneration Policy ensures equal pay opportunities. Additional policies, such
as the Conflict-of-Interest Management Procedure, Gifts and Invitations Procedure, and Whistleblowing
Procedure, reinforce the risk culture by managing conflicts, professional conduct, and transparency. Other
procedures, like the Fraudulent Sites and Profiles Reporting and Operational Risk Management, address fraud
prevention and operational incident management, further strengthening The Company's governance
framework.
Credit Risk Management Framework
The Company’s Board of Directors risk committee oversees the credit risk management framework and
provides recommendations to the Younited Board of Directors. Further, the Company has also constituted the
credit risk management committee of executives. It ensures implementation of its credit risk appetite statement,
as approved by the Younited Board of Directors and recommends changes thereto, considering any changes
in the regulatory instructions, business or economic conditions. It also monitors the Younited’s loan portfolio
risk profile monthly, identifies problem areas and instructs business units with directions to ensure that the risk
appetite target will be met.
The risk team implements policies and processes for credit risk identification, assessment, measurement,
monitoring and control. Credit risk parameters, credit exposure, and concentration limits are approved by the
Company Supervisory Board, based on regulatory guidelines and internal data. The risk team develops and
maintains credit risk identification systems, monitors its loan portfolio risk profile, undertakes asset quality
reviews, and submits its analysis and reports to the Company Risk Committee on an ongoing basis. The
Company’s risk team endeavors to capture early warning signals in its loan portfolio for identification of weak
exposures, suggests remedial measures and monitors the actions taken. The Company has adopted a robust
risk management framework to ensure that delinquencies in its loan portfolio are kept at a minimum.
Market Risk Management Framework
The Company Executive Board is responsible for the overall risk management of Group. The Company Risk
Committee reviews and assesses the exposure of the Group to various market risks and outlines various
policies. The market risk to which the book is exposed is monitored and all transactions undertaken are in
accordance with prudent business practices and are compliant with internal guidelines.
The Group’s market risk exposure is mainly related to the interest rate risk discussed in Section 8.3 “Interest
rate risk on the banking book”.
Liquidity Risk Management Framework
The Group uses various tools to manage its liquidity position. These include the Structured Liquidity Statement,
which projects the inflows and outflows of assets and liabilities in various time buckets, assesses the behavioral
patterns of assets and liabilities, and adheres to cashflow mismatch limits to maintain adequate liquidity across
all maturity buckets. The Liquidity Coverage Ratio, as required by regulations, manages the next 30-day bucket
of stress net cash outflows to cover any potential sudden shocks to the liquidity position. The Contingent
Funding Plan ensures ongoing access to already committed or quickly available liquidity facilities from various
sources, such as other banks and financial institutions. Lastly, the Dynamic Liquidity Statement anticipates
and covers future funding requirements arising from existing and future loans on the balance sheet, as well as
projected changes in investing assets based on expected refinancing and distribution plans.
Operational Risk Management Framework
The Company Risk Committee mitigates operational risk by creating and maintenance of an explicit operational
risk management process. It conducts detailed reviews of all operational risk exposures and focuses on all
operational risk issues.
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The Company Risk Committee reviews the risk profile to consider future changes and threats and concurs
with areas of high priority and related mitigation strategies with different departments and business units. The
committee ensures, among other matters, (a) identification and management of operational risk; (b) evaluation
and prioritization of risk by implementation of operational risk strategy; and (c) monitoring and review of
operational risk effectiveness.
SECTION 7 Major Shareholders
As of December 31, 2024 and since the Company has been re-domiciliated in Luxembourg there was no share
repurchase by the Company.
The following table sets forth the major direct and indirect shareholders of the Company based on the
Companys share register regarding holders of Public Shares resulting from the conversion of Sponsor Shares
and to the Companys best knowledge, regarding Companys holders of shares following the Closing.
The issuance or transfer of Warrants to purchase Public Shares that remain outstanding immediately following
the Closing is accounted for under the fully diluted calculations.
Shareholder Ownership in Younited(1)
Fully diluted
Percentage of
Outstanding
Shares (%)
Number of
Shares
Fully diluted
Shares
Percentage of
Outstanding
Shares (%)
Major Shareholders
Ripplewood Holdings I LLC(2)
SRP Management LLC(4)
Eurazeo(5)
11,660,793(3)
4,695,800
12,168,382
6,384,678
4,090,401
4,113,092
5,973,697
49,086,843
23.76
9.57
20,660,793
5,529,133
12,168,382
6,384,678
4,090,401
4,113,092
13,803,586
66,750,065
30.95
8.28
24.79
13.01
8.33
18.23
9.57
Bpifrance
Rhea Holding SAS(6)
Goldman Sachs(7)
Other Holders(8)
Total
6.13
8.38
6.16
12.17
100.00
20.68
100.00
(1) Reflects the exercise of 7,666,660 Public Warrants and 9,000,000 Sponsor Warrants, assuming cash exercise
only, the issuance of 987,315 Public Shares under the terms of the Management Earnout and the issuance of
8,061 Public Shares and 1,186 Company Class B Shares pursuant to the Drag Along.
(2) Timothy C. Collins is an executive director of and beneficially owns approximately 58.40% of the Sponsor, Timothy
C. Collins 2003 Descendants’ Trust (the trustees are Timothy C. Collins’ wife and son) beneficially owns
approximately 32.82% of the Sponsor and Timothy C. Collins 1999 Trust (the trustees are Timothy C. Collins’
wife and son) beneficially owns approximately 8.78% of the Sponsor, which is a majority shareholder of Younited.
(3) This number represents the total number of shares before the transfer of the aggregate 120,000 Public Shares to
the non-executive Iris Directors and the Advisers.
(4) This entity is ultimately controlled by Robert Prince and Sharon Prince.
(5) Includes the percentage of outstanding shares of: Eurazeo Growth Fund III SLP (9.41%, fully diluted percentage:
6.92%); FCPR Idinvest Entrepreneurs Club (8.28%, fully diluted percentage: 6.09%); Legendre Holding 34
(4.33%, fully diluted percentage: 3.18%); Eurazeo Growth Secondary Fund SCSp (1.87%, fully diluted
percentage: 1.38%) and Aries Eurazeo Fund (0.90%, fully diluted percentage: 0.66%).
(6) This entity is ultimately controlled by BE VI Nominees Limited.
(7) Includes the percentage of outstanding shares of: WSGG Holding S.a rl (7.55%, fully diluted percentage: 5.55%);
West Street Private Markets 2021, LP (0.42%, fully diluted percentage: 0.31%); GLQ International Partners LP
(0.14%, fully diluted percentage: 0.10%), WSGGP Emp Onshore Investments, LP (0.19%, fully diluted
percentage: 0.14%) and WSGGP Emp Offshore Investments, LP (0.08%, fully diluted percentage: 0.06%).
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Management Report 2024
(8) All persons not having major holdings within the meaning of Article 8 or Article 9 of the Luxembourg Transparency
Law.
(9) Except for the major shareholders mentioned above, there are no other persons that, on the basis set out above,
have major holdings within the meaning of Article 8 or Article 9 of the Luxembourg Transparency Law.
SECTION 8 Responsibility Statement
We confirm to the best of our knowledge that:
1. The annual accounts of Younited Financial S.A. presented in this Management Report and established in
conformity with the Luxembourg legal and regulatory requirements relating to the preparation of annual
accounts give a true and fair view of the assets, liabilities, financial position and results of Younited Financial
S.A.; and
2. The management report presented includes a fair review of the development and performance of the
business and position of Younited Financial S.A. and the undertakings included within the consolidation taken
as a whole, together with a description of the principal risks and uncertainties they face.
Chief Executive Officer
Mr. Charles Egly
April 03, 2025
Chief Financial Officer
Mr. Xavier Pierart
April 03, 2025
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Management Report 2024
SECTION 9 Financial Statements 2024
9.1
Annual Accounts of the Parent Company as of and for the year
ended December 31, 2024
YOUNITED FINANCIAL
43
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YOUNITED FINANCIAL S.A.
Financial Statements
December 31, 2024
Younited Financial S.A.
17, Boulevard F.W. Raiffeisen L-2411 Luxembourg
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STATEMENT OF FINANCIAL POSITION.................................................................................................................................3
STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME ............................................................................4
STATEMENT OF CHANGES IN SHAREHOLDERS’ (DEFICIT) / EQUITY.........................................................................5
STATEMENT OF CASH FLOWS.................................................................................................................................................6
NOTE 1
NOTE 2
NOTE 3
NOTE 4
NOTE 5
NOTE 6
NOTE 7
NOTE 8
NOTE 9
BASIS OF ACCOUNTING........................................................................................................................................7
KEY EVENTS OF THE FINANCIAL YEAR ENDED DECEMBER 31, 2024...................................................8
MATERIAL ACCOUNTING POLICIES..................................................................................................................9
INVESTMENT IN SUBSIDIARY ......................................................................................................................... 13
FINANCIAL INSTRUMENTS............................................................................................................................... 13
FAIR VALUE MEASUREMENT .......................................................................................................................... 15
SHARE CAPITAL AND SHARE PREMIUM...................................................................................................... 17
CAPITAL INSTRUMENTS................................................................................................................................... 18
NET GAINS / (LOSSES) ON FINANCIAL LIABILITIES AT FVTPL............................................................. 21
NOTE 10 NET GAINS / (LOSSES) ON FINANCIAL INSTRUMENTS DERECOGNIZED ........................................... 21
NOTE 11 NET INTEREST INCOME .................................................................................................................................... 21
NOTE 12 OTHER OPERATING EXPENSES ...................................................................................................................... 22
NOTE 13 INCOME TAX EXPENSE ...................................................................................................................................... 23
NOTE 14 DIVIDENDS............................................................................................................................................................ 24
NOTE 15 (LOSS) / EARNINGS PER SHARE ..................................................................................................................... 24
NOTE 16 RELATED PARTY TRANSACTIONS................................................................................................................. 24
NOTE 17 FINANCIAL RISK MANAGEMENT .................................................................................................................... 25
NOTE 18 AUDITOR’S FEES.................................................................................................................................................. 27
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YOUNITED FINANCIAL S.A. – Financial Statements 2024
STATEMENT OF FINANCIAL POSITION
As at December 31,
(in € thousands)
Note
2024
2023
Assets
Non-current assets
Investment in subsidiary
Total non-current assets
Current assets
4
329,254
329,254
-
-
Cash
Escrow Account
Other receivables
5
5
18,396
363
236,471
82
-
-
Total current assets
TOTAL ASSETS
18,396
347,650
236,916
236,916
Shareholders' equity
Share capital
Share premium
Retained earnings and other reserves
Net (loss) / profit for the year
TOTAL SHAREHOLDERS' (DEFICIT) / EQUITY
Liabilities
7, 8
7
691
340,376
37,101
(60,786)
317,383
1
24
3,590
(4,893)
(1,279)
Non-current liabilities
Units
Ordinary shares
Financial liabilities at fair value through profit or loss
Total non-current liabilities
Current liabilities
5
5
5
-
-
-
179,435
57,323
213
-
236,972
Accounts payable
Accounts payable and accrued expenses due to
affiliates
Financial liabilities at fair value through profit or loss
Total current liabilities
TOTAL LIABILITIES
5
5
18,087
725
-
12,181
30,268
30,268
347,650
499
-
1,224
238,195
236,916
TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES
Younited Financial S.A.
17, Boulevard F.W. Raiffeisen L-2411 Luxembourg
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YOUNITED FINANCIAL S.A. – Financial Statements 2024
STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME
Twelve-month period ended
December 31,
2024
2023
(in € thousands)
Note
Net gains (losses) on financial liabilities at FVTPL
Net gains (losses) on financial instruments
derecognized
6,9
(10,423)
776
-
10
12
525
Interest income from Escrow Account
Interest expense from financial liabilities due to
affiliates
11,259
11,568
12
(10,876)
-
(13,854)
-
Net gains (losses) on investments in subsidiaries
Other financial result
232
25
Financial result
(9,283)
(51,503)
(60,786)
-
(1,485)
(3,408)
(4,893)
-
Other operating expenses
11
12
(Loss) / Profit before income tax
Income tax expense
NET (LOSS) / PROFIT FOR THE YEAR
(60,786)
(4,893)
TOTAL COMPREHENSIVE (LOSSES) / INCOME FOR
THE YEAR
(60,786)
(4,893)
(Losses) / Earnings
Basic (losses) / earnings per share
Diluted (losses) / earnings per share
14
14
(9.08)
(9.08)
(0.85)
(0.85)
Younited Financial S.A.
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YOUNITED FINANCIAL S.A. – Financial Statements 2024
STATEMENT OF CHANGES IN SHAREHOLDERS’ (DEFICIT) / EQUITY
Retained
earnings and Shareholders'
Total
Share
Share
Note
capital
premium
other
reserves
(deficit) /
equity
(in € thousands)
Balance at January 1, 2023
Comprehensive income for the year
Balance at December 31, 2023
1
-
24
-
3,590
3,614
(4,893)
(4,893)
1
24
-
(1,303)
(1,279)
Comprehensive income for the year
Capital Increase
-
691
(0)
(60,786)
(60,786)
341,043
-
5
5
8
340,353
-
-
0
Share cancellation
Management put
6,184
32,221
6,184
32,221
Share-based compensations
11
-
-
Balance at December 31, 2024
691
340,376
(23,684)
317,383
Younited Financial S.A.
17, Boulevard F.W. Raiffeisen L-2411 Luxembourg
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YOUNITED FINANCIAL S.A. – Financial Statements 2024
STATEMENT OF CASH FLOWS
Twelve-month period ended
December 31,
2024
2023
(in € thousands)
Note
Cash flows from operating activities
Profit (loss) for the year
(60,786)
(4,893)
Adjustments to reconcile net (loss) / profit for the year to net cash
from operating activities
Increase in or Decrease in:
82
220
338
Other receivables
82
17,362
1,426
Accounts payable
5
Accounts payable and accrued expenses due to affiliates
Adjustments for:
13,854
Interest expense from financial liabilities
Share-based payment expense
10,876
32,221
10,423
(525)
-
(776)
-
11
9
Result from financial liabilities at FVTPL
Result from financial instruments derecognized
Foreign exchange gains (losses)
10
-
41
NET CASH FROM OPERATING ACTIVITIES
11,121
8,825
Cash flows from investing activities
Deposit of share capital increase proceeds into escrow account
Deposit of interest income into Escrow Account
5
5
5
5
(82,230)
(11,259)
173,222
-
(11,568)
-
Withdrawal of redeemed ordinary shares from the escrow account
Subscription in a capital increase of Younited from the escrow
account
134,525
(134,525)
18,172
-
-
-
5
5
Investment in Younited
Escrow account release
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
97,904
(11,568)
Cash flows from financing activities
Redemption in cash of Ordinary Shares
Proceeds from capital increase
5
5
(173,222)
82,230
-
-
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
(90,991)
-
Net change in cash
18,034
363
(2,743)
3,105
-
Cash at beginning of year
Effects of exchange rate fluctuations on cash and cash equivalents
Cash at end of year
-
18,396
363
Younited Financial S.A.
17, Boulevard F.W. Raiffeisen L-2411 Luxembourg
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YOUNITED FINANCIAL S.A. – Financial Statements 2024
Note 1
Basis of accounting
1.1 Company presenting the financial statements
Younited Financial S.A. (formerly known as RA Special acquisition Corporation and then Iris Financial), (the
‘Company’) is a public limited liability company (société anonyme) existing under the laws of the Grand Duchy
of Luxembourg (‘Luxembourg’). The Company was transferred December 12, 2024 from the Cayman Islands
to Luxembourg without disruption of its legal personality. It has its current registered office at 17, Boulevard
Friedrich Wilhelm Raiffeisen, L2411 Luxembourg and registered with the Luxembourg Trade and Companies
Register (Registre de Commerce et des Sociétés de Luxembourg) under number B292237.
The purpose of the Company shall be the acquisition, holding, management, development and disposal of
participations and any interests, in Luxembourg and/or abroad, in any companies and/or enterprises in any
form whatsoever. The Company may, in particular, acquire by subscription, purchase and exchange or in any
other manner any stock, shares and other participation securities, bonds, debentures, certificates of deposit
and other debt instruments and more generally, any securities and financial instruments issued by any public
or private entity in the Grand Duchy of Luxembourg and abroad and, in particular, but not limited to in entities
active in the financial and/or technology sector. It may participate in the creation and control of any company
and/or enterprise. It may further invest in the acquisition and management of a portfolio of patents or other
intellectual property rights of any nature or origin.
1.2 Basis of preparation
These separate financial statements have been prepared in accordance with International Financial Reporting
Standards (‘IFRS Accounting Standards’) as endorsed by the European Union as at December 31, 2024. The
financial statements have been prepared on a going concern basis. All amounts have been rounded to the
nearest thousand, unless otherwise indicated. Due to rounding, in some cases the individual figures presented
may not add up precisely to the totals provided.
These separate financial statements represent the statutory annual accounts of the Company and have been
approved and authorized for issue by the Board of Directors April 3, 2025.
1.3 Consolidated financial statements
The Company is the ultimate parent of a Group formed with its legal subsidiary. The company prepares
consolidated financial statements in accordance with IFRS Accounting Standards adopted, as endorsed by
the European Union as at December 31, 2024 which are subject to publication as prescribed by the
Luxembourg law and are available on the Company’s investor relations website.
1.4 Current standards and interpretations
1.4.1 New mandatory standards and interpretations applicable as of January 1, 2024
The following amendments to IFRS Accounting Standards, applicable for the 2024 financial year, had no
impact on the Company's financial statements as at December 31, 2024:
-
Amendments to IFRS 16 ‘Leases’: Lease liability arising from a sale and leaseback, applicable to
financial years beginning on or after January 1, 2024;
-
Amendments to IAS 1 ‘Presentation of Financial Statements’: Non-current Liabilities with Covenants
and Classification of Liabilities as Current and Non-current, applicable to financial years beginning
on or after January 1, 2024;
-
Amendments to IAS 7 and IFRS 7 - Disclosure of the effects of ‘reverse factoring agreements’,
applicable to financial years beginning on or after January 1, 2024.
Younited Financial S.A.
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YOUNITED FINANCIAL S.A. – Financial Statements 2024
1.4.2 Accounting standards issued but not yet effective
The Company has not opted for early application of the following amendment, for which the mandatory
application date is after December 31, 2024:
-
-
-
-
Amendments to IAS 21 - The Effects of Changes in Foreign Exchange Rates, applicable to financial
years beginning on or after January 1, 2025.
Amendments to IFRS 9 and IFRS 7: Classification and Measurement of Financial Instruments
applicable to financial years beginning on or after January 1, 2026.
IFRS 18 ‘Presentation and Disclosure in Financial Statements’ applicable to financial years
beginning on or after January 1, 2027
IFRS 19 ‘Subsidiaries without Public Accountability Disclosures’ applicable to financial years
beginning on or after January 1, 2027.
The analysis of the consequences for the Company of the first application of this amendment is in progress.
However, it should not have a material effect on the Company’s financial situation and performances.
1.5 Functional and presentation currency
These financial statements are presented in euro, which is the Company’s functional currency. Monetary
assets and liabilities denominated in foreign currencies are translated into the functional currency at the
exchange rate at the reporting date. Non-monetary items that are measured based on historical cost in a
foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences
are recognized in the Financial Result.
1.6 Use of estimates and judgements
In preparing these financial statements, management has made judgements, estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of increases and decreases in net assets resulting
from operations during the reporting year. Actual results could differ from these estimates. Estimates and
underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized
prospectively.
Information about judgements, assumptions and estimation uncertainties made in applying accounting policies
that have the most significant effects on the amounts recognized in the financial statements is included in the
following notes:
-
-
-
Determination of the functional currency – Note 2.1.2
Fair value measurement of Warrants liabilities and investment in subsidiary – Note 6
Assessment of whether the criteria for derecognition of liabilities related to Ordinary Shares and
Warrants from the Statement of Financial Position are met – Note 5.2
Initial classification of financial instruments – Note 8
-
-
Fair value measurement of share-based payments – Note 13.2
Note 2
Key events of the financial year ended December 31, 2024
2.1 Significant events of the year
2.1.1 Investment in Younited S.A.
The Company was initially incorporated as a Special Purpose Acquisition Company (‘SPAC’) in the Cayman
Islands in 2021, with the objective of acquiring a financial services business in Europe. After an extensive
screening process and negotiations, Younited SA (‘Younited’) was identified as the most suitable target and
following due diligence and shareholders’ approvals, a Business Combination Agreement (‘BCA’) was signed
Younited Financial S.A.
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YOUNITED FINANCIAL S.A. – Financial Statements 2024
on October 7, 2024, and the Business Combination was closed on December 20, 2024 (the ‘Closing Date’).
Pursuant to the BCA, 16,100,000 Ordinary shares held by the Company investors have been redeemed for an
overall amount of €173 million, 9,002,780 new Ordinary shares have been issued and subscribed by the
Sponsor and SRP Management, for an overall cash amount of €82 million. The Company then subscribed to
a capital increase of Younited for an overall amount of €135 million. Simultaneously, Younited shareholders
contributed their shares in exchange for 24,673,031 Ordinary shares and 3,655,219 Class B shares of the
Company newly issued resulting in the Company holding 95.87% of Younited Ordinary shares.
Additionally, the Company entered into a put/call agreement with managers of Younited upon completion of
which they will contribute their remaining shares of Younited in exchange for up to 630,531 Ordinary Shares
and 973,713 Class C shares newly issued. This results in a debt to be settled by the Company for its own
equity instruments which has been initially recognized in Retained earnings and other reserves for €6.2 million.
2.1.2 Transfer of the registered office from the Cayman Islands to Luxembourg
The shareholder meeting held December 12, 2024 approved the transfer of the Company registered office
from the Cayman Islands to the Grand Duchy of Luxembourg. Based on an analysis performed by the
management, the functional currency has been changed as of the Closing Date, from US Dollar to Euro as (i)
the Company registered office is now in a country of the euro zone and (ii) since the completion of the Business
Combination with Younited S.A. Company’s economic environment will be predominantly denominated in euro.
According to IAS 21.37, the effect of the change of functional currency has been treated prospectively from
December 20, 2024 and all line items of the Statements of Comprehensive Income and Financial Position as
of this date have been converted using the European Central Bank (‘ECB’) EUR/USD rate as of December 20,
2024 (the Business Combination date). Comparative periods figures presented in these financial statements
and accompanying notes have been converted to the new functional currency using the ECB EUR/USD rate
as of the Business Combination date.
2.2 Subsequent events
Following the successful completion of the BCA on December 20, 2024, in addition to its existing listing April
26, 2022 on Euronext Amsterdam, the Company has been listed on the regulated market of Euronext Paris on
January 20, 2025.
Note 3
Material accounting policies
3.1 Investment in subsidiary
Subsidiaries are entities controlled by the Company. The Company ‘controls’ an entity when it is exposed to,
or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns
through its power over the entity. Investment in subsidiaries are accounted for in accordance with IFRS 9 at
fair value through profit or loss (‘FVTPL’).
3.2 Financial instruments
The Company initially recognizes financial assets and financial liabilities on the date it becomes a party to the
contractual provisions of the instrument. Any gains and losses arising from changes in fair value of the financial
assets or financial liabilities at FVTPL are recorded in the Financial Result. Financial assets and financial
liabilities are initially measured at fair value, with any directly attributable transaction costs added or deducted,
except for items measured at FVTPL for which transaction costs are expensed as incurred.
Financial assets are derecognized when the contractual rights to the cashflows have expired, or the Company
have transferred substantially all risks and rewards of ownership. On derecognition of a financial asset, the
Younited Financial S.A.
17, Boulevard F.W. Raiffeisen L-2411 Luxembourg
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YOUNITED FINANCIAL S.A. – Financial Statements 2024
difference between the carrying amount of the asset and the consideration received (including any new asset
obtained less any new liability assumed) is recognized in the Financial Result.
The Company derecognizes a financial liability when its contractual obligations are discharged or cancelled or
expired. On derecognition of a financial liability, the difference between the carrying amount extinguished and
the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in the
Financial Result. The Company derecognizes a derivative only when it meets the derecognition criteria for the
financial liability.
3.2.1 Financial assets
On initial recognition, the Company classifies financial assets as measured at amortized cost or FVTPL. A
financial asset is measured at amortized cost using the ‘effective interest rate’ if it meets both of the following
conditions and is not designated as at FVTPL: (i) It is held within a business model whose objective is to hold
assets to collect contractual cash flows; and (ii) Its contractual terms give rise on the specified dates to cash
flows that are solely payments of principal and interest. All financial assets not classified as measured at
amortized cost are measured at FVTPL.
The effective interest rate is calculated upon recognition of a financial instrument as the rate that exactly
discounts estimated future cash payments or receipts through the expected life of the financial instrument.
Financial assets classified at amortized cost are subsequently measured at amortized cost and include
expected credit losses (‘ECL’) from initial recognition of the financial instrument. Cash, Escrow account and
Other receivables are included in this category.
Financial assets classified at FVTPL are subsequently measured at fair value. Net gains and losses, including
any interest income, are recognized in Financial Result.
Cash
Cash represents cash deposits held on sight with major financial institutions. It is highly liquid with insignificant
risk of changes in fair value. Though subject to impairment requirements as prescribed by IFRS 9, ECL on
cash balances are deemed immaterial. Income calculated using the effective interest rate are recorded in the
Financial Result.
Escrow account
The Escrow Account comprises cash deposits with major financial institutions but subject to legal or contractual
restriction by third parties as well as restriction as to withdrawal or use, including restrictions that require the
cash to be used for a specified purpose and restrictions that limits the purpose for which this cash can be used.
Despite those restrictions cash held in escrow retains the attributes of unrestricted cash balances risk of
change in fair value is insignificant and ECL are deemed immaterial. Income calculated using the effective
interest rate are recorded in the Financial Result.
3.2.2 Financial liabilities
A financial liability is classified as at FVTPL if it is classified as held-for-trading, it is a derivative or it is
designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains
or losses, including any interest, are recognized in the Financial Result. Financial liabilities at FVTPL include
Public Warrants liabilities, Sponsor Warrants liabilities and the portion of Units attributable to Public Warrants.
Financial liabilities not classified as at FVTPL are classified at amortized cost and include Accounts payable,
Accounts payable and accrued expenses due to affiliates, Other liabilities, Ordinary Shares, and the portion of
Units attributable to Ordinary Shares.
Units
Units comprise Ordinary Shares and Public Warrants. Each Unit is exchangeable for one Ordinary Share and
one-third of a Public Warrants. All Units were converted during the year. As at December 31, 2024, all units
have been converted to Ordinary Shares and Public warrants.
Younited Financial S.A.
17, Boulevard F.W. Raiffeisen L-2411 Luxembourg
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Ordinary shares
Ordinary Shares are redeemable at the shareholders’ option and are classified as financial liabilities in the
Statement of Financial Position. Ordinary shares are subsequently measured at amortized cost using the
effective interest method after their initial recognition. Expenses calculated using the effective interest rate are
recorded in the Financial Result.
Financial liabilities at FVTPL
Financial liabilities measured at FVTPL comprise Public Warrants liabilities and Sponsor Warrants liabilities.
They are classified as derivative liabilities measured at FVTPL in accordance with IFRS 9 and IAS 32. They
are subsequently remeasured at FVTPL with changes in the fair value recorded in the Financial Result.
Accounts payable and Accounts payable and accrued expenses due to affiliates
Account payables include liabilities for goods and services and are subsequently measured at amortized cost
using the effective interest method after their initial recognition. Expenses calculated using the effective interest
rate are recorded in the Financial Result.
3.3 Equity
Share capital and share premium
Share capital corresponds to the nominal value of the shares issued by the Company. Share premium
represents the excess of the proceeds received over the nominal value of the shares issued, net of directly
attributable transaction costs.
Retained earnings and other reserves
Retained earnings correspond to the cumulative net results of the Company not distributed as dividends and
include prior years’ profits and losses of the accounting acquirer. Other reserves include statutory reserves
which are defined by the Articles of association of the Company and share-based payment reserves which
reflect accumulated share-based compensations settled in equity in accordance with IFRS 2.
Treasury shares
In the case of buybacks of equity instruments, the Company reduces equity by the amount paid for the shares,
including any directly attributable costs. These repurchased shares are held in treasury and are not considered
outstanding for earnings per share (‘EPS’) calculations.
3.4 Financial result
Net gains (losses) on financial liabilities at FVTPL
Net gains (losses) on financial liabilities at FVTPL consist of changes in fair value from financial liabilities
classified at FVTPL
Net gains (losses) on financial instruments derecognized
Net gains (losses) on financial instruments derecognized consist of the difference between the carrying amount
of a financial instrument derecognized and the consideration paid or received (including any non-cash financial
instrument).
Interest income and expense
Interest income and expense comprise income and expense from financial instruments classified at amortized
costs and calculated using the effective interest rate.
Net gains (losses) on investment in subsidiaries
Net gains (losses) on investment in subsidiaries comprise changes in the fair value and gains or losses arising
Younited Financial S.A.
17, Boulevard F.W. Raiffeisen L-2411 Luxembourg
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YOUNITED FINANCIAL S.A. – Financial Statements 2024
from the disposal of investments in subsidiaries.
3.5 Other operating expenses
Other operating expenses are recognized in profit or loss when incurred. They include external services, fees,
travel expenses, communication costs, office expenses, insurance premiums, and other operational costs.
Expenses are recorded on an accrual basis, reflecting the consumption of services or the benefit received
during the period.
Other operating expenses also comprise share-based expenses which are recorded according to IFRS 2.
Share-based expenses and are recognized over the period in which the performance and/or service conditions
are fulfilled. Equity-settled share-based expenses are recognized with a corresponding entry in Other reserves
and retained earnings whereas cash-settled share-based payment expenses are recognized with a
corresponding entry in Other liabilities.
3.6 Income tax expense
Income tax comprise current and deferred tax. Income tax is recognized except to the extent that it relates to
items recognized directly in equity, in which case it is recognized in equity. Current tax liability is based on the
standalone income or loss of the Company reported under local accounting regulations adjusted for
appropriate permanent and temporary differences. Deferred tax is calculated based on temporary differences
between the carrying amount of assets and liabilities for financial reporting purposes and for taxation purposes
using tax rates enacted or substantially enacted in the expected period of settlement of deferred tax. A deferred
tax asset is recognized only if it is probable that sufficient future taxable profits will be available to utilize the
asset.
3.7 Related parties
The Company recognises related party transactions in accordance with IAS 24, which defines related parties
as follows: (i) a person or close family member of a person is considered a related party when that person has
control, joint control, or significant influence over the Company, or is a member of the key management
personnel of the Company, (ii) an entity is considered a related party if the Company and the entity are
members of the same group (i.e., parent, subsidiaries, and fellow subsidiaries), or if one of the parties has
control, joint control, or significant influence over the other. Transactions with related parties include, but are
not limited to, sales, purchases, loans, and other transactions that involve the transfer of resources, services,
or obligations between the Company and the related party. The Company discloses the nature of related party
relationships, as well as any material transactions and outstanding balances with related parties, in the
financial statements. Transactions are disclosed in the financial statements where they are considered to be
material, and the terms and conditions of these transactions are disclosed if they are not conducted at arm's
length.
3.8 Fair value measurement
The ‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date in the principal or, in its absence, the most
advantageous market to which the Company has access at that date. The fair value of a liability reflects its
non-performance risk. When available, the Company measures the fair value of an instrument using the quoted
price in an active market for that instrument. A market is regarded as ‘active’ if transactions for the asset or
liability take place with sufficient frequency and volume to provide pricing information on an ongoing basis. The
Company measures instruments quoted in an active market at a mid-price because this price provides a
reasonable approximate of the exit price. If there is no quoted price in an active market, then the Company
uses valuation techniques that maximize the use of relevant observable inputs and minimize the use of
unobservable inputs. The chosen valuation technique incorporates all of the factors that market participants
would take into account in pricing a transaction. The Company recognizes transfers between levels of the fair
value hierarchy as at the end of the reporting period during which the change has occurred.
Younited Financial S.A.
17, Boulevard F.W. Raiffeisen L-2411 Luxembourg
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Note 4
Investment in subsidiary
Pursuant to the BCA, the Company subscribed to a capital increase of Younited for an overall cash amount of
€134.5 million. Simultaneously, Younited shareholders contributed their shares of Younited to the Company
for an overall amount of €188.5 million resulting in the Company holding 95.8% of Younited shares at the
Closing Date. All remaining shares of Younited are to be contributed in the year following the closing of the
Business combination to the Company upon completion of (i) the put/call agreement with managers of
Younited for a consideration of €6.2 million consisting of Ordinary shares and Class C shares and (ii) the drag-
along provision for a consideration of €0.1 million consisting of Ordinary shares and Class B Shares.
The put/call option exercise is considered certain and is considered a forward such as shares to be contributed
upon completion of the put/call option have been recognized as an investment as of the Closing Date whereas
the addition to the investment in subsidiary related to the drag along will only be recognized upon completion.
As at December 31, 2024, the Company holds interest in the following investments in subsidiaries:
As at December 31,
2024
95.87%
2024
2023
Younited S.A.
21 Rue de Châteaudun, 75009 Paris, France
0.00%
(in € thousands)
2023
Younited S.A.
Share capital
Total equity
(Loss) / profit for the year
3,396
257,356
(56,697)
1,934
163,603
(50,688)
The movements in the investments in subsidiaries can be detailed as follows:
Younited S.A.
(in € thousands)
Balance at January 1, 2024
Contribution in cash
-
134,525
188,545
Contribution in kind
Contribution in kind upon completion of the put
6,184
-
Unrealised net gains and losses
329,254
Balance at December 31, 2024
Note 5
Financial instruments
5.1 Financial assets
5.1.1 Cash
As at December 31,
2024
18,396
2023
(in € thousands)
On-demand deposits
363
Younited Financial S.A.
17, Boulevard F.W. Raiffeisen L-2411 Luxembourg
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YOUNITED FINANCIAL S.A. – Financial Statements 2024
The Company holds on-demand deposits with major financial institutions, including deposits denominated in
USD and EUR. As at December 31, 2024, the balances of these accounts were €18,077 thousand and $350
thousand, respectively. As at December 31, 2023, the balances were $19 thousand and €301 thousand,
respectively.
5.1.2 Escrow Account
2024
236,471
2023
224,904
(in € thousands)
Balance at January 1
Proceeds from capital increase
Deposit of interest income
Withdrawal of redeemed ordinary shares
Investment in Younited
82,230
11,259
(173,222)
(134,525)
(4,043)
11,568
-
-
-
-
-
FX revaluation
Release from Escrow account
(18,172)
Balance at December 31
-
236,471
Pursuant to the Business Combination agreement, 16,100,000 Ordinary shares held by the Company investors
have been redeemed for an overall amount of €173 million, 9,002,780 new Ordinary shares have been issued
and subscribed by the sponsor for an overall cash amount of €82 million. The Company then subscribed to a
capital increase of Younited for an overall amount of €135 million. The remaining cash balance was released
from the escrow account to cover the transaction costs incurred in the context of the Business Combination.
5.2 Financial liabilities
5.2.1 Units
The Company had 23,000,000 Units in issue (each ‘Units’) which had been subscribed at a price of $10.00
per Unit for an overall proceed of $230 million. Each Unit is redeemable for one ordinary share of the Company
and 1/3 of a public warrant. Holders of the Units of the Company (‘Unit Holders’) have the option to continue
to hold Units or to redeem their Units for Ordinary Shares and Public Warrants.
2024
179,435
2023
223,355
(in € thousands)
Carrying amount at January 1
Interests from Ordinary shares component
FX revaluation
7,939
(2,771)
13,854
-
Net unrealised gain (losses) from Warrants component
Conversion of units to Ordinary shares and warrants
3,927
(406)
(57,368)
(188,530)
Carrying amount at December 31
-
179,435
Upon completion of the Business Combination all units have been redeemed for Ordinary shares and Public
warrants resulting in their derecognition from the statement of financial position. No gains and losses have
been recognized in the Financial Result as the fair value of the consideration received is equal to the carrying
amount of the financial instrument derecognized.
Younited Financial S.A.
17, Boulevard F.W. Raiffeisen L-2411 Luxembourg
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YOUNITED FINANCIAL S.A. – Financial Statements 2024
5.2.2 Ordinary shares
2024
2023
(in € thousands)
Carrying amount at January 1
Ordinary shares interests
FX revaluation
57,323
-
-
-
2,937
(1,230)
184,464
(70,267)
(173,227)
-
Units conversion
57,323
Conversion of Ordinary shares to equity
Redemption of Ordinary shares for cash
-
Carrying amount at December 31
57,323
Upon closing of the Business Combination, non-redeemed Ordinary shares lost their redeemable nature,
leading to the extinguishment of the redemption obligation from the Company. Consequently, the related
financial liability was derecognized. The consideration received in exchange for the extinguished liability
consists of the same Ordinary Shares, which are initially classified as equity instruments as of the Business
Combination date. The fair value of the consideration received consist of the amount held in escrow that
becomes available for the Business Combination, and which corresponds to the carrying amount of financial
liability derecognized such as no gains and losses have been recognized in the Financial Result.
5.2.3 Public and sponsor warrants liabilities
Public Warrants
2024 2023
Sponsor Warrants
2024 2023
(in € thousands)
45
1,771
4,066
-
-
(98)
143
-
168
4,730
-
539
Carrying amount at January 1
Net unrealised gain (losses)
Units conversion
(371)
-
-
1,400
Conversion from promissory note
5,882
45
6,298
168
Carrying amount at December 31
Upon closing of the Business Combination, liabilities related Ordinary shares have been derecognized from
the statement of Financial Position to be classified as equity instruments. Public and Sponsor Warrants which
incorporate a cashless redemption clause based on the market price of the underlying ordinary share do not
meet the fixed-for-fixed criterion and as such remained classified as financial liabilities at FVTPL following the
business combination.
5.2.4 Accounts payable
As at December 31, 2024, and December 31, 2023, accounts payable amounted to €18,025 thousand and
€725 thousand, respectively. In 2024, the balance consists mainly of fees incurred in connection with the
business combination.
Note 6
Fair Value measurement
The Company measures fair values using the following fair value hierarchy that reflects the significance of the
inputs used in making the measurements:
-
-
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset
or; liability, either directly (that is, as prices) or indirectly (that is, derived from prices).
Younited Financial S.A.
17, Boulevard F.W. Raiffeisen L-2411 Luxembourg
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YOUNITED FINANCIAL S.A. – Financial Statements 2024
-
Level 3 - Inputs for the asset or liability that are not based on observable market data (that is,
unobservable inputs).
The objective of valuation techniques is to arrive at a fair value measurement that reflects the price that would
be received to sell the asset or paid to transfer the liability in an orderly transaction between market participants
at the measurement date.
6.1 Fair value hierarchy – Financial instruments measured at FVTPL
The following table summarizes the valuation of the Company’s financial instruments within the fair value
hierarchy levels as at December 31, 2024:
As at December 31, 2024
Level 1
Level 2
Level 3
Total
(in € thousands)
Financial assets
Investment in subsidiary
Financial liabilities at FVTPL
Warrant liabilities at FVTPL
-
-
329,254
329,254
-
-
12,181
12,181
Total
-
-
341,434
341,434
The following table summarizes the valuation of the Company’s financial instruments within the fair value
hierarchy levels as at December 31, 2023:
As at December 31, 2023
Level 1
Level 2
Level 3
Total
(in € thousands)
Financial instruments at FVTPL
Public Warrants liabilities, attributable to Units at FVTPL
Public Warrants Liabilities at FVTPL
-
-
-
-
-
-
140
45
140
45
Sponsor Warrant liabilities at FVTPL
168
168
Total
-
-
353
353
6.2 Changes in level 3 measurements
The following table presents the changes in the Company’s financial instruments classified in Level 3 of the
fair value hierarchy for the year ended December 31, 2024:
Warrant
Investment in subsidiary
liabilities
(in € thousands)
2024
2023
1,129
2024
2023
Balance at January 1
Additions
353
-
-
-
-
-
1,400
10,428
-
-
(776)
-
329,254
Unrealised gains and (losses)
Derecognition / Disposal
-
-
Balance at December 31
12,181
353
329,254
-
There was no transfer within the fair value hierarchy from year ending December 31, 2023 to year ending
Younited Financial S.A.
17, Boulevard F.W. Raiffeisen L-2411 Luxembourg
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YOUNITED FINANCIAL S.A. – Financial Statements 2024
December 31, 2024.
6.3 Significant unobservable inputs
The following table summarizes the valuation techniques and significant unobservable inputs used for the
Company’s financial instruments classified in Level 3 as at December 31, 2024:
Significant
unobservable
inputs
Valuation
technique
Favourable
effect
Sensitivity
performed
Inputs
Unfavourable
effect
Underlying share
FV
Black-Scholes
Option Pricing
Model
6.43
1,991
(1,836)
+/- 5%
Warrants
liabilities
Unlevered
volatility
28.7%
887
2,878
(899) +/- 100bps
(2,734)
(9,246)
Total
Dividend
Discount
Model
Cost of Equity
15.0%
21.0%
10,086
+/- 50bps
Investment in
subsidiary
Normative RoE
12,188
(12,188) +/- 100bps
Total
22,274
(21,433)
The following table summarizes the valuation techniques and significant unobservable inputs used for the
Company’s financial instruments classified in Level 3 as at December 31, 2023:
Fair value
(in € thousands)
Unobservable
inputs
Valuation technique
Inputs
Expected
volatility
Black-Scholes
Option Pricing Model
and Binominal
2.3%
5.3 years
Warrants liabilities
353
Expected term
(years)
Option Pricing Model
Note 7
Share capital and share premium
The issued share capital of the Company is set at €690,868. Following the redomiciliation, the nominal value
of the shares was cancelled. At year end, issued capital comprises of the following number of shares:
2024
2023
Nominal
value (€)
Nominal
value (€)
Shares (#)
Shares (#)
(in € thousands)
Sponsor Shares
Ordinary Shares
Class B Shares
Treasury Shares
-
-
-
-
5,750,000
5,571,995
-
0.000095
0.000095
-
45,431,624
3,655,219
20,000,000
N/A
25,678,005
N/A
Shares issued
69,086,843
37,000,000
The movements in total issued share capital was a follows:
Younited Financial S.A.
17, Boulevard F.W. Raiffeisen L-2411 Luxembourg
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2024
Share capital
2023
Share capital
Share
premium
Share
premium
(in € thousands)
Balance as of January 1
Shares issued for cash
Shares issued for contribution in kind
Shares cancellation
1
407
283
(0)
24
1
24
152,091
188,262
-
-
-
-
-
Balance as at December 31
691
340,376
1
24
Note 8
Capital instruments
The movements in issued capital instruments as at December 31, 2024 were as follow:
Sponsor
shares
Ordinary
shares
Sponsor
warrants
Public
Warrants
Description
Class B
As of January 1, 2024
5,750,000
5,571,995
7,000,000 1,857,330
Conversion of Units
-
17,428,005
-
-
-
-
5,809,330
-
Redemption of Ordinary Shares for
cash
-
(16,100,000)
Shares issued for cash
-
9,002,780
5,750,000
-
-
-
-
-
-
-
-
-
-
-
Conversion of sponsor shares
Sponsor promissory note conversion
Cancellation of Ordinary Shares
Contribution in kind
(5,750,000)
-
-
-
2,000,000
(896,187)
-
-
-
24,675,031 3,655,219
As at December 31, 2024
-
45,431,624 3,655,219
9,000,000 7,666,660
The movements in issued capital instruments as at December 31, 2023 were as follow:
Sponsor
shares
Ordinary
shares
Sponsor
Public
Warrants
Description
warrants
7,000,000
-
As of January 1, 2023
Conversion of Units
5,750,000
-
-
-
5,571,995
1,857,330
As at December 31, 2023
5,750,000
5,571,995
7,000,000
1,857,330
The movements in capital instruments held in treasury were as follow:
Younited Financial S.A.
17, Boulevard F.W. Raiffeisen L-2411 Luxembourg
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2024
2023
Ordinary
shares
Ordinary
shares
Public
Warrants
Public
Warrants
Description
As of January 1
25,678,005
(17,428,005)
16,100,000
(4,350,000)
20,000,000
5,809,337
31,250,000
7,666,667
Conversion of Units
Redemption for cash
Cancellation
(5,809,330)
(5,571,995)
(1,857,330)
-
-
-
-
-
-
As at December 31
-
25,678,005
5,809,337
8.1 Sponsor Shares
As at January 1, 2024, there were 5,750,000 Sponsor Shares issued and outstanding which had been
subscribed by the Sponsor for an aggregate purchase price of $25,000 classified as equity. Upon completion
of the Business Combination, sponsor shares were converted into Ordinary Shares of the Company.
8.2 Ordinary shares
Pursuant to the Business Combination agreement, 16,100,000 Ordinary shares have been redeemed for an
overall cash amount of €173 million, 9,002,780 new Ordinary shares have been issued and subscribed by the
sponsor for an overall cash amount of €82 million and 24,675,031 new Ordinary Shares have been issued as
consideration for the Younited shares contributed by the sellers to the Company.
8.3 Preference shares
Pursuant to the shareholders’ earnout provisions included in the Business Combination Agreement, the sellers
of Younited received 3,656,405 Class B Shares (including 1,186 Class B Shares to be issued upon completion
of the drag-along provisions). The description of the shareholders’ earnout is provided below.
At the Closing Date, Sponsor delivered Ordinary Shares in escrow. On the date that is the third anniversary of
the Closing Date, if, following the Closing Date and prior to the third anniversary of the Closing Date, (i) the
Sellers have not transferred, sold or otherwise disposed of, in the aggregate, 30% or more of the aggregate
Ordinary Shares as of the Closing Date and (ii) the 90-day volume-weighted average sale price of one Ordinary
Share quoted on Euronext Amsterdam or Euronext Paris (or the exchange on which the Ordinary Shares are
then listed) has not been greater than or equal to €16.00, as additional consideration for the Younited Shares
acquired in connection with the Business Combination, then (x) all Company Class B Shares will be converted
into Ordinary Shares and (y) if (and only if) (A) the Company Board in its sole discretion so determines and
approves and (B) the Company has received all applicable regulatory approvals, the Company and Sponsor
transfer the Sponsor Escrowed Shares to the Company for no consideration and subsequently at the discretion
of the Company Board such shares may be canceled (unless the Sponsor consents otherwise) (provided that,
with respect to any such approval of the Company Board, any Directors that are affiliates of the Sponsor, or
that were elected by the shareholder meeting upon the proposal of Sponsor, will recuse themselves). If, prior
to the third anniversary of the Closing Date, either of the events set forth in the immediately preceding clauses
(i) or (ii) have occurred, the Company, upon the approval and direction of the Company Board, and Sponsor,
will release the Sponsor Escrowed Shares to Sponsor and if, and only if (i) the Company Board in its sole
discretion so determines and approves and (ii) the Company has received all applicable regulatory approvals,
all Company Class B Shares will be acquired by the Company for no consideration and subsequently be
canceled (provided that, with respect to the approval of the Company Board, any Directors that are affiliates
of a holder of Company Class B Shares or that were elected at a shareholder meeting upon the proposal of a
holder of Company Class B Shares at such shareholder meeting will recuse themselves).
In other words, on the third anniversary of the closing, if the Sellers (i) have not transferred, sold, or disposed
of at least 30% of the Company’s Ordinary Shares they hold as at closing date, and (ii) the 90-day volume-
Younited Financial S.A.
17, Boulevard F.W. Raiffeisen L-2411 Luxembourg
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weighted average quoted price of one Company Ordinary Share has not reached or exceeded €16.00, all
Company Class B Shares will convert into Ordinary Shares as additional consideration for the Younited Shares
contributed to the Company whereas Company’s Ordinary Shares held in escrow by the Sponsor would be
transferred to the Company for no consideration. Alternatively, all Company Class B Shares will be transferred
to the Company and canceled for no consideration, while the Company’s Ordinary Shares held in escrow by
the Sponsor will be released.
The economics of the 'shareholders earnout' consist of a share exchange for a fixed percentage of shares of
the Company between two categories of shareholders of the Company. This occurs in one of two ways: (i)
Class B shares are converted, and the ordinary shares held in escrow are transferred to the Company without
consideration, or (ii) Class B shares are transferred to the Company without consideration, and the ordinary
shares held in escrow are released. In both scenarios, a fixed portion of the Company’s capital is exchanged
in one way or another between the historical shareholders of the Company and the sellers.
8.4 Public and sponsor Warrants
Each whole Warrant entitles the registered holder to purchase one Ordinary Share at an exercise price of
€10.9451 per share in relation to the Public Warrants and an exercise price of €11.4210 per share in relation
to the Sponsor Warrants, subject to the adjustments described in the warrants terms and conditions, at any
time commencing thirty days after the Closing, except as discussed below.
The Sponsor Warrants may also be exercised on a cashless basis for a number of Ordinary Shares equal to
the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Sponsor
Warrants, multiplied by the excess of the Fair Market Value (as defined below) over the Exercise Price of the
Sponsor Warrants by (y) the average reported closing price of the Ordinary Shares for the ten-trading days
ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the Warrant
Agent.
Once the Public Warrants become exercisable and depending on the fair market value of the underlying
Ordinary shares the Company may redeem all outstanding Public Warrants upon a minimum of thirty calendar
days’ notice. Beginning on the date the notice of redemption is given and until the Public Warrants are
redeemed or exercised, Public Warrant Holders may elect to exercise their Public Warrants on a cashless
basis. The number of Ordinary Shares that Public Warrant Holders will receive upon such cashless exercise
in connection with a redemption by the Company pursuant to this redemption feature is based on the
Redemption Fair Market Value of the underlying Ordinary Shares on the corresponding redemption Date.
The Warrants expire five years after the Closing or earlier upon redemption of the Warrants or liquidation of
the Company.
The Sponsor owns an aggregate of 7,000,000 Sponsor Warrants, each exercisable to purchase one Ordinary
Share at €11.4210 per Public Share. At the Closing Date, $2 million of loans made available from the Sponsor
or its affiliates pursuant to a promissory note with the Company converted into Sponsor Warrants at a price of
$1.00 per warrant, which resulted in an additional 2,000,000 Sponsor Warrants.
Except as described in this paragraph, the Sponsor Warrants have terms and provisions that are identical to
those of the Public Warrants. The Sponsor Warrants (including the Ordinary Shares issuable upon exercise of
the Sponsor Warrants) are not transferable, assignable or salable until thirty days after the Closing Date
(except pursuant to limited exceptions as described below to the Company’s Board and other persons or
entities affiliated with the Sponsor) and they are not redeemable by the Company so long as they are held by
the Sponsor or its permitted transferees. If the Sponsor Warrants are held by holders other than the Sponsor
or its permitted transferees, the Sponsor Warrants will be redeemable by the Company in all redemption
scenarios and exercisable by the holders on the same basis as the Public Warrants.
8.5 Management put/call option
Younited Financial S.A.
17, Boulevard F.W. Raiffeisen L-2411 Luxembourg
RCS B292237
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Not named
YOUNITED FINANCIAL S.A. – Financial Statements 2024
Pursuant to the Business Combination agreement, the Company entered a put/call arrangement with
managers of Younited upon completion of which their remaining Younited shares will be contributed to the
Company in exchange for Ordinary shares and Class C shares of the Company. The put option is to be
exercised by the beneficiaries within 15 days following the first anniversary of the Closing Date, provided they
have remained continuously employed by the Company or its subsidiaries. If exercised, all Younited shares
held by the managers, with a fair value of €6.2 million, will be exchanged for 630,531 Ordinary Shares and
973,713 Class C Shares of the Company, whose fair value, as determined by an independent valuation
specialist as of the Closing Date, is €6.2 million. Alternatively, the call option gives the Company the right to
acquire the remaining Younited shares only if the put option has expired unexercised. If exercised, the
exchange terms mirror the put option with a 30% discount such as the exercise of the call is highly unlikely
whereas the put exercise is almost certain. In this context the overall put has been classified as an equity
instrument in the Retained earnings and other reserves line item for €6.2 million.
Note 9
Net gains / (losses) on financial liabilities at FVTPL
Twelve-month period ended
December 31,
2024
2023
(in € thousands)
(10,423)
776
Net gains (losses) on financial liabilities at FVTPL
Net gains (losses) on financial liabilities at FVTPL corresponds to change in fair value of the Public Warrants
and Sponsor Warrants.
Note 10
Net gains / (losses) on financial instruments derecognized
Twelve-month period ended
December 31,
2024 2023
(in € thousands)
Net gains (losses) on financial instruments derecognized
525
-
Net gains (losses) on derecognized financial instruments correspond to the difference between the fair value
of the Sponsor Warrants received by the Sponsor in settlement of receivable it held against the Company for
$2 million as at the Business Combination date.
Note 11
Net interest income
Twelve-month period ended December 31,
2024 2023
11,259
(in € thousands)
Interest income from escrow account
11,568
(13,854)
(2,286)
Interest expense from financial liabilities due to affiliates
(10,876)
383
Net interest income
During the year ended December 31, 2024, the net interest income amounted to €383 thousands as compared
to €(2,286) thousands in 2023. Following the Business Combination the exposure of the Company to interest
risk is not significant.
Younited Financial S.A.
17, Boulevard F.W. Raiffeisen L-2411 Luxembourg
RCS B292237
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Not named
YOUNITED FINANCIAL S.A. – Financial Statements 2024
Note 12
Other operating expenses
Twelve-month period ended
December 31,
(in € thousands)
2024
2023
Other operational expenses
Share-based payments
(19,282)
(32,221)
(3,408)
-
Total other operating expenses
(51,503)
(3,408)
12.1 Other operational expenses
Other operational expenses correspond mainly to transactions costs incurred in the context of the Business
Combination.
12.2 Share-based payments
12.2.1 Sponsor Shares
The Sponsor Entity provided expertise and guidance to support the Company in completing the Business
Combination, in exchange for Sponsor Shares that would convert into the Company’s ordinary shares upon
completion of the transaction. Since the Company issued its own shares as compensation for these services,
the share-based payment has been classified as equity-settled. As at December 31, 2023, the Company
concluded that the Business Combination was unlikely to occur and that the performance condition had not
been met, resulting in no recognition of share-based payment expense.
On October 7, 2024, the Company entered into a Business Combination agreement with Younited, meeting
the performance condition. As a result, the share-based payment was recognized and prorated until the closing
of the Business Combination December 20, 2024.
At closing, an independent valuation specialist assessed the fair value of the Company’s Ordinary Shares
resulting from the Business Combination, which was estimated at €6.43 per share. Based on this valuation,
the fair value of the consideration transferred to the sponsor, deducted from the original subscription price and
from the fair value of 896,187 Ordinary shares resulting from the conversion and subsequently cancelled, was
estimated at €31,166 thousand. This amount was recognized in Other operating expenses with a matching
entry in Retained earnings and other reserves within shareholders’ equity.
12.2.2 Management Incentive Plan
The Company has implemented a share-based compensation plan under which eligible employees receive
free share awards. A portion of these awards vests 12 months after the grant date without any performance or
service conditions, while the remainer consists of Class C Shares. The conversion of Class C Shares into
Company Ordinary Shares is contingent on (i) achieving performance market conditions (€10, €13, and €16
for Class C1, Class C2, and Class C3, respectively) within the 36 months post-closing, and (ii) on a service
condition as beneficiaries must have been continuously employed at the time the market condition is satisfied.
Under IFRS 2 the management incentive plan is classified as an equity-settled share-based payment as
settlement occurs in shares of the Company rather than in cash.
The Management Incentive Plan represents a total of 356,784 Company Ordinary Shares and 1,084,892 Class
C Shares, of which 160,509 Ordinary Shares and 543,412 Class C Shares (ow. 25% of Class C1, 25% of
Class C2 and 50% of Class C3) were granted by the Board of Directors held December 19, 2024. The fair
value of the consideration granted by the Board of Directors was determined by an independent valuation
specialist at €6.43 per Ordinary Share and €2.81, €2.24, and €1.85 per Class C1, Class C2, and Class C3
Younited Financial S.A.
17, Boulevard F.W. Raiffeisen L-2411 Luxembourg
RCS B292237
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Not named
YOUNITED FINANCIAL S.A. – Financial Statements 2024
Shares, respectively. This results in an overall share-based payment of €2,220 thousand.
The Ordinary Shares are considered fully vested at grant, as no performance or service conditions apply
whereas the estimated vesting periods for each Class C Share category have been determined based on the
expected time for satisfaction of performance conditions as set out in the workings performed by the
independent valuation specialist. The vesting period is estimated at 1.29 years for Class C1 Shares, 1.56 years
for Class C2 Shares, and 1.78 years for Class C3 Shares.
Ordinary
Shares
Class C-1
Class C-2
Class C-3
Total
(in € thousands)
Vesting period (days)
471
11
569
11
650
11
Number of days until closing
Number of granted shares
FV of the compensation transferred
(in € thousands)
160,509
135,183
135,183
271,114
703,921
1,031
380
303
502
2,220
1,055
Expense recognized for the year
1,031
9
6
8
As at December 31, 2024, reconciliation between awards outstanding at opening and as at December 31,
2024 is detailed below:
Weighted average
fair value (in €)
Total fair value
(in € thousands)
Awards
As at January 1, 2024
Granted
-
-
-
703,921
3.15
2,220
Exercised
-
-
-
-
-
-
Forfeited
703,921
3.15
2,220
As at December 31, 2024
Note 13
Income tax expense
The Company is domiciled in Luxembourg and is subject to taxation under Luxembourg tax regulations. For
the financial year ended December 31, 2024, the Company recorded a Net loss for the year of €(65,937)
thousands, resulting in no current income tax expense. The table below present a reconciliation from the
effective tax rate to the theoretical tax rate under Luxembourg tax regulations:
2024
(60,786)
2023
(4,893)
(in € thousands)
(Loss) / Profit before income tax
Income tax rate (1)
24.94%
0%
Theoretical income tax expense
Tax effects of:
(15,160)
-
Income and expenses restated from the tax result
Not taxable deferred asset
10,504
4,656
-
-
-
Total income tax
-
Effective tax rate
0%
0%
(1) At year end 2023 the Company was incorporated in the Cayman Islands where the income tax rate is 0%.
Due to the uncertainty regarding future taxable profits, no deferred tax asset has been recognized in the
Statement of Financial Position.
Younited Financial S.A.
17, Boulevard F.W. Raiffeisen L-2411 Luxembourg
RCS B292237
23
Not named
YOUNITED FINANCIAL S.A. – Financial Statements 2024
Note 14
Dividends
No dividends were paid or declared by the Company during the year ended December 31, 2024 and during
the year ended December 31, 2023
Note 15
(Loss) / Earnings per share
Weighted-average number of Sponsor Shares
2024
2023
(in € thousands)
Numerator
Net (loss) / profit for the year used in basic (loss) / profit per share
Total net (loss) / profit for the year used in basic (loss) / profit per
share
(60,786)
(4,893)
(60,786)
(4,893)
Denominator
Weighted average number of Sponsor Shares used in basic (loss) /
earnings per share
6,697,490
5,750,000
Total weighted average number of Sponsor Shares used in basic
(loss) / earnings per share
6,697,490
(9.08)
5,750,000
(0.85)
Total (in euros)
Inclusion of potential dilutive instruments would result in a lower loss per share, which is not permissible under
IAS 33. As a result, diluted Loss per Share is equal to the basic Loss per Share, i.e., €(9.08).
Note 16
Related party transactions
According to IAS 24, related parties include significant shareholders, Key Management Personnel and
members of the Board of Directors. All transactions with related parties were concluded at arm’s length. Below
is the detail of the transactions with the related parties.
16.1 Transactions with significant shareholders
16.1.1 Sponsor Share Subscription and conversion
On April 16, 2021, the Sponsor subscribed to Sponsor Shares at a total purchase price of $25,000, with a
nominal value of $0.0001 per share. As at December 31, 2023, 5,750,000 Sponsor Shares remained
outstanding. In recognition of the expertise and strategic guidance provided by the Sponsor in facilitating the
Business Combination, these shares were converted into the Company’s ordinary shares upon closing on
December 20, 2024, leading to the recognition of a share-based payment expense of €31,166 thousand.
16.1.2 Financial Support through Warrants and Promissory Note
The Sponsor Entity provided additional financial support by subscribing to 7,000,000 Sponsor Warrants in a
private placement that closed simultaneously with the IPO. Each warrant, acquired at $1.00 per unit, is
exercisable in the conditions described in Note 5.
Additionally, on June 23, 2021, the Sponsor Entity extended a promissory note of up to $2,000,000 to fund
pre-Business Combination expenses, including the investigation and selection of a target business. Upon
Younited Financial S.A.
17, Boulevard F.W. Raiffeisen L-2411 Luxembourg
RCS B292237
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Not named
YOUNITED FINANCIAL S.A. – Financial Statements 2024
closing, this note was converted into 2,000,000 Sponsor Warrants. The difference between the carrying
amount of the extinguished liability and the fair value of the warrants issued resulted in a gain of €525 thousand,
recognized in the Financial result.
For the years ended December 31, 2024 and December 31, 2023 unrealised net gains (losses) related to
Sponsor Warrants amounted to €(4,730) thousand and €371 thousand, respectively.
16.1.3 Backstop Agreement
On October 7, 2024, the Company entered into a Backstop Agreement with the Sponsor and SRP
Management, under which they committed to subscribe for and purchase Public Shares in connection with the
Business Combination at a per-share price equivalent to $10.00 in euros. This resulted in a capital increase of
€82,230 thousand.
16.2 Transactions with Key Management Personnel
16.2.1 Compensation to Key Management Personnel
As at December 31,
2024
2023
(in € thousands)
Share-based payment
Total
158
-
158
-
16.2.2 Put option on a management earnout
Pursuant to the Business Combination agreement, the Company entered a put/call arrangement with
managers of Younited upon completion of which their remaining Younited shares will be contributed to the
Company in exchange for Ordinary shares and Class C shares of the Company. The put option is to be
exercised by the beneficiaries within 15 days following the first anniversary of the Closing Date, provided they
have remained continuously employed by the Company or its subsidiaries. If exercised, all Younited shares
held by the managers, will be exchanged for Ordinary Shares and Class C Shares of the Company, for an
equal fair value as determined at closing by an independent valuation specialist. Alternatively, the call option
gives the Company the right to acquire the remaining Younited shares only if the put option has expired
unexercised. This resulted in an increase in Retained Earnings and other reserves of which €3,684 thousand
relate to the managers of Younited who became Key management personnel of the Company upon Closing
of the Business Combination.
16.3 Transactions with members of the Board of Directors
In line with governance and incentive mechanisms, the Sponsor agreed to transfer 20,000 Public Shares to
each of the non-executive members of the Company’s Board of Directors, all of whom qualify as independent
under the Dutch Corporate Governance Code, as well as to each of the Advisers. In total, 120,000 Public
Shares were transferred upon the completion of the Business Combination.
Note 17
Financial risk management
The Audit Committee monitors the effectiveness of the Company's internal control systems and risk
management system with respect to financial reporting. Financial risks principally include market risk, liquidity
Younited Financial S.A.
17, Boulevard F.W. Raiffeisen L-2411 Luxembourg
RCS B292237
25
Not named
YOUNITED FINANCIAL S.A. – Financial Statements 2024
risk and credit risk.
17.1 Market risk management
Market risk is the risk that the value of financial assets will fluctuate as a result of changes in market prices
whether those changes are caused by factors specific to the individual assets or factors affecting all assets in
the market. Market risk includes interest, currency and other market price risk.
As at December 31, 2024, the Company has no significant exposure to interest rate risk.
As at December 31, 2024, the Company current assets and current liabilities denominated in USD are
respectively of $ 348 thousand and of $ 9,512 thousand. As at December 31, 2024 there is no other asset or
liabilities denominated in a currency which is different from the Company’s functional currency. Current
liabilities are to be settled within 90 days following December 31, 2024 such as the Company’s exposure to
currency risk is considered minimal. As the Company has minimal exposure to currency risk, management
considers that no foreign exchange rate sensitivity analysis is required.
17.2 Liquidity risk management
Liquidity risk is the risk that the Company may not be able to generate sufficient cash resources to settle its
obligations in full as they fall due. The table below summarizes the maturity profile of the Company’s financial
liabilities at December 31, 2024 based on contractual undiscounted payments.
As at December 31, 2024
Less than 3
months
3-12
months
12-18
months
Total
(in € thousands)
Liabilities
Accounts payable
Public Warrants liabilities at FVTPL1
18,087
-
-
-
-
18,087
-
-
5,883
6,298
5,883
6,298
Sponsor Warrants liabilities at FVTPL
TOTAL LIABILITIES
18,087
12,181
-
30,268
1
Public Warrants liabilities will be settled in equity
The table below summarizes the maturity profile of the Company’s financial liabilities at December 31, 2023
based on contractual undiscounted payments.
As at December 31, 2023
Less than
3 months
3-12
months
12-18
months
Total
(in € thousands)
Liabilities
Accounts payable
Accounts payable and accrued expenses due to
affiliates
Units
Ordinary shares
Public Warrants liabilities at FVTPL
Sponsor Warrants liabilities at FVTPL
TOTAL LIABILITIES
725
-
-
-
725
499
-
-
-
499
179,435
57,323
45
-
-
-
-
179,435
57,323
45
-
168
-
168
1,224
236,972
-
238,195
Younited Financial S.A.
17, Boulevard F.W. Raiffeisen L-2411 Luxembourg
RCS B292237
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YOUNITED FINANCIAL S.A. – Financial Statements 2024
17.3 Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial
loss to the Company. Company assets exposed to such risk comprise cash balances held with major European
financial institution. The probability of default of this counterparty is deemed negligible, as indicated by the
credit rating presented in the table below:
S&P
Moody's
Fitch
Financial Institution rating (senior unsecured)
A
Aa3
A+
17.4 Capital management policy
The Company’s policy focuses on maintaining an optimal capital structure to support its subsidiaries while
ensuring compliance with legal requirements and long-term growth.
Note 18
Auditor’s fees
Audit fees (VAT included) for the financial year 2024, related the independent auditor KPMG Audit S.à.r.l.
break down as follows:
2024
2023
(in € thousands)
Statutory audit for the financial statements
(174)
(127)
(301)
(120)
-
Non-Audit Services
Total
(120)
In 2024, fees invoiced by the statutory auditors amounted to €301 thousands, of which €127 thousands have
been invoiced by KPMG S.à.r.l. Luxembourg in the context of the Business Combination.
Furthermore, KPMG LLP Cayman Islands has provided assurance services amounted to €556 thousands.
As of December 31, 2023, fees invoiced by the statutory auditors amounted for €120 thousands invoiced by
KPMG LLP, Cayman Islands for the statutory audit of Iris Financial.
Younited Financial S.A.
17, Boulevard F.W. Raiffeisen L-2411 Luxembourg
RCS B292237
27
Not named
Auditor’s Report on the Annual Accounts of the Parent
Company
YOUNITED FINANCIAL
71
Not named
KPMG Audit S.à r.l.
Tel: +352 22 51 51 1
Fax: +352 22 51 71
E-mail: info@kpmg.lu
39, Avenue John F. Kennedy
L-1855 Luxembourg
To the Shareholders of
Younited Financial S.A.
17, Boulevard Friedrich Wilhelm Raiffeisen
2411 Luxembourg
Luxembourg
REPORT OF THE REVISEUR D’ENTREPRISES AGREE
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Younited Financial S.A. (the "Company"), which
comprise the statement of financial position as at 31 December 2024, and the statement of
profit or loss and other comprehensive income, statement of changes in shareholders’ (deficit)
/ equity and statement of cash flows for the year then ended, and notes to the financial
statements, including material accounting policy information and other explanatory information.
In our opinion, the accompanying financial statements give a true and fair view of the financial
position of the Company as at 31 December 2024, and its financial performance and its cash
flows for the year then ended in accordance with IFRS Accounting Standards as adopted by
the European Union.
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 (the “Law of 23 July 2016”) and with International
Standards on Auditing (“ISAs”) as adopted for Luxembourg by the Commission de Surveillance
du Secteur Financier (the “CSSF”). Our responsibilities under the EU Regulation N° 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.
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.
©2025 KPMG Audit S.à r.l., a Luxembourg entity and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private
English company limited by guarantee. All rights reserved. R.C.S Luxembourg B 149133
Not named
Business combination and related transactions (“the Business Combination”)
Why the matter was considered to be one of most significance in our audit
In the context of a business combination transaction with Younited S.A. in 2024, Younited
Financial S.A. (formerly known as RA Special acquisition Corporation and then Iris Financial)
was transferred on 12 December 2024 from the Cayman Islands to Luxembourg without
disruption of its legal personality.
The business combination required the implementation of various transactions linked to:
-
The issuance, redemption and conversion of equity and liability instruments on level of
the Company;
-
the issuance of new equity and liability instruments to existing shareholders of Younited
S.A. in exchange for their shareholding in the Company through a contribution in kind
following the approval of the transaction by the European Central Bank dated
20 December 2024;
-
the capital increase in Younited S.A.
Given the importance and the complexity of the transactions for the Company, we have
considered the transactions as key audit matter in our audit of these financial statements.
Please refer to Note 2.1, 8,9,12 for the respective disclosures in the financial statements.
How the matter was addressed in our audit
Our procedures for the Business Combination included, but were not limited to the following:
Obtained and inspected the agreements and resolutions in respect of
-
-
the transfer of the legal seat and change in functional currency;
the implementation of the various transactions linked to the issuance, conversion and
redemption of equity instruments and financial liabilities;
-
the contribution in kind and the subsequent capital increase in Younited S.A.
We have verified that the above transactions have been reflected in the financial
statements and disclosed in the notes to the financial statements in accordance with the
respective IFRS accounting standards as adopted by the European Union.
We have involved KPMG Valuations specialists to verify the valuation of warrant liabilities
measured at Fair Value through profit and loss.
We have inquired with management regarding events subsequent to the transaction that
might have an impact on the valuation of the shares in Younited S.A. subsequent to the
transaction.
We have assessed the valuations performed by the management’s specialist regarding the
shares of the Company and respective share options issued in the context of a
management incentive plan.
We have analyzed, with the assistance of our KPMG Valuation specialists, the valuation of
the shares in Younited S.A. based on the supporting transaction documentation and the
related disclosures notes in the financial statements in accordance with IFRS accounting
standards as adopted by the European Union.
Not named
Other Matter
The financial statements of the Company as at and for the year ended 31 December 2023
were audited by another auditor who expressed an unmodified opinion on those statements
on 29 April 2024.
Other information
The Board of Directors is responsible for the other information. The other information
comprises the information stated in the annual report including the management report and
the Corporate Governance Statement but does not include the 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 Board of Directors for the financial statements
The Board of Directors is responsible for the preparation and fair presentation of the financial
statements in accordance with IFRS Accounting Standards as adopted by the European
Union, and for such internal control as the Board of Directors determines is necessary to
enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
The Board of Directors is responsible for presenting the financial statements in compliance
with the requirements set out in the Delegated Regulation 2019/815 on European Single
Electronic Format (“ESEF Regulation”).
In preparing the financial statements, the Board of Directors 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 Board of Directors
either intends to liquidate the Company or to cease operations, or has no realistic alternative
but to do so.
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.
Not named
Our responsibility is to assess whether the financial statements have been prepared in all
material respects with the requirements laid down in the ESEF Regulation.
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 scepticism 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 Board of Directors.
Conclude on the appropriateness of the Board of Directorsuse 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.
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 to communicate with 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 extraordinary general
meeting of shareholders on 12 December 2024 and the duration of our uninterrupted
engagement, including previous renewals and reappointments, is 1 year.
Not named
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 (consolidated) 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 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 N° 537/2014
were not provided and that we remained independent of the Company in conducting the audit.
We have checked the compliance of the financial statements of the Company as at
31 December 2024 with relevant statutory requirements set out in the ESEF Regulation that
are applicable to financial statements.
For the Company it relates to:
financial statements prepared in a valid xHTML format;
The XBRL markup of the financial statements using the core taxonomy and the common
rules on markups specified in the ESEF Regulation.
In our opinion, the financial statements of Younited Financial S.A. as at 31 December 2024,
identified as younited-2024-12-31-0-en.xhtml, have been prepared, in all material respects, in
compliance with the requirements laid down in the ESEF Regulation.
Our audit report only refers to the financial statements of Younited Financial S.A. as at
31 December 2024, identified as younited-2024-12-31-0-en.xhtml, prepared and presented in
accordance with the requirements laid down in the ESEF Regulation, which is the only
authoritative version
Luxembourg, 4 April 2025
KPMG Audit S.à r.l.
Cabinet de révision agréé
Pia Schanz