Page(s) | |
Directors’ Report | 1 - 2 |
Independent Auditors’ Report | 3 - 9 |
Statement of Financial Position | 10 |
Statement of Comprehensive Income | 11 |
Statement of Changes in Equity | 12 |
Statement of Cash Flows | 13 |
Notes to the Financial Statements | 14 - 40 |
31 December 2021 |
31 December 2021 |
31 December 2021 |
Description of key audit matter | How the matter was addressed in our audit |
Approximately 2.3% of the Company’s total liabilities are financial instruments valued using valuation techniques that utilise inputs that are unobservable in the market (i.e. level 3 instruments). Sponsor warrant liabilities are derivative liabilities that are measured at fair value, which is established by using valuation models such as the Black- Scholes Model that include assumptions and inputs that are unobservable. There is a significant risk of error relating to the valuation of these financial instruments given the judgmental nature of the matters that require consideration by management and those charged with governance. | The procedures we undertook included: Documenting and assessing the design and implementation of the valuation processes and controls in place; Challenging management and their valuation specialist on key judgments. In particular, we: Challenged the appropriateness of the valuation technique selected as well as the underlying assumptions, such as volatility and time to business combination; and Compared key underlying financial data inputs to external sources, such as peer group comparisons and marketplace transaction timelines. We used the work undertaken by our own valuation specialist to assist with the above procedures. In addition, we also considered the appropriateness, in accordance with relevant accounting standards, of the disclosures relating to financial instruments. Based on our assessment of information obtained from our procedures, we concluded that judgments relating to the valuation of financial instruments were reasonable. |
Description of key audit matter | How the matter was addressed in our audit |
Management have identified events and conditions that may cast significant doubt on the Company’s ability to continue as a going concern. Such matters include the limited time frame for the Company to achieve its objective of a business combination and market conditions including competition and potential geopolitical events. Having considered all of the relevant information, management have concluded that there are no material uncertainties that require disclosure. There is significant risk of error relating to going concern given the judgmental nature of the matters that require consideration by management and those charged with governance. | The procedures we undertook included: Evaluated whether the period of management’s assessment was appropriate, and whether the assessment includes all relevant information that has come to our attention in the audit; Evaluated whether the assumptions are realistic and achievable and consistent with the external and/or internal environment; Remained alert to events or conditions that may cast doubt on the Company’s ability to continue as a going concern, including those beyond management’s assessment; and Concluded on the appropriateness of management’s use of the going concern basis of accounting, and the adequacy of financial statement disclosures. |
Based on our assessment of information obtained from our procedures, we concluded that management’s use of the going concern assumption appears appropriate in the preparation of the financial statements and that the events or conditions identified do not constitute a material uncertainty. |
Description of key audit matter | How the matter was addressed in our audit |
Sponsor shares are equity instruments that management have identified as being granted under a share-based payment arrangement. Significant judgment has been applied in determining that the sponsor shares are within the scope of IFRS 2 Share- based Payment. The completeness and accuracy of the measurement and recognition of share- based payments are determined by the grant date and the probability of business combination. Determination of grant date is important because this is the measurement date on which the fair value of the sponsor shares granted is based. Probability of business combination is significant because the share-based payment cost is recognised if the business combination is more likely than not to be achieved. Significant judgment has been applied in determination of these key terms. Finally, initial measurement of the share-based payments is at fair value, which is established by a Monte Carlo simulation and a discount for lack of marketability derived using the option pricing method that include assumptions and inputs that are unobservable. There is significant risk relating to the completeness, accuracy and valuation at initial recognition of the sponsor shares given the judgmental nature of the matters that require consideration by management and those charged with governance. | The procedures we undertook with respect to scope of IFRS 2 Share-based Payment: Challenged management on the facts and circumstances such as subscription of sponsor shares, at a nominal price, that will result in significant dilution of the ordinary shares if a business combination occurs; and Compared the fair value of the sponsor shares at grant date to the nominal price paid, noting that the fair value was higher. With respect to completeness and accuracy of the measurement and recognition of share-based payments, we performed the following procedures: Challenged management as to when there was a shared understanding of the terms and conditions of the share-based arrangement, i.e. the grant date; Challenged management as to the facts and circumstances that could impact the probability of business combination, such as time frame and market conditions; and Evaluated whether management’s assessment of grant date and probability of business combination included all relevant information that has come to our attention in the audit. With respect to the procedures we undertook on initial measurement of the share-based payments at fair value: Documenting and assessing the design and implementation of the valuation processes and controls in place; Challenging management on key judgments. In particular, we: Challenged the appropriateness of the valuation technique selected as well as the underlying assumptions, such as volatility and time to business combination; |
Challenged the application of non-market performance conditions in the valuation of sponsor shares at grant date; and Compared key underlying financial data inputs to external sources, such as peer group comparisons and marketplace transaction timelines. We used the work undertaken by our own valuation specialist to assist with the above procedures. In addition, we also considered the appropriateness, in accordance with relevant accounting standards, of the disclosures relating to share-based payments. Based on our assessment of information obtained from our procedures, we concluded that the sponsor shares are with scope of IFRS 2 Share-based Payment and judgments relating to the completeness, accuracy and initial measurement at fair value of share-based payments to be reasonable. |
Description of key audit matter | How the matter was addressed in our audit |
The Company is required to settle deferred underwriting commissions upon business combination. The contingent settlement provision is a financial liability that is initially recognised at fair value and subsequently measured at amortised cost. Fair value of the financial liability at initial recognition and for the purpose of disclosure in note 16 to the financial statements is determined by using a valuation technique that utilises unobservable inputs such as the probability of business combination. Subsequent measurement of the financial liability at amortised cost is determined by estimating the rate that exactly discounts the estimated future cash payment through the expected life of the financial liability to the amortised cost of the financial liability. Management have determined that the business combination is more likely than not to be achieved. Accordingly, the estimated future cash payment is 100% of the amount required to be settled. Significant judgment has been applied by management in determination of the probability of business combination. | The procedures we undertook included: Challenged management on the facts and circumstances that could impact the probability of business combination, such as time frame and market conditions; and Evaluated whether management’s assessment of the probability of business combination included all relevant information that has come to our attention in the audit. We used the work undertaken by our own valuation specialist to assist with the above procedures. In addition, we also considered the appropriateness, in accordance with relevant accounting standards, of the disclosures relating to the contingent settlement provision. Based on our assessment of information obtained from our procedures, we concluded that judgments relating to initial recognition and subsequent measurement of the contingent settlement provision to be reasonable. |
There is significant risk relating to the completeness and accuracy of the contingent settlement provision given the judgmental nature of the matters that require consideration by management and those charged with governance. |
Note | 2021 € | ||
Assets | |||
Cash | 4 | 603,198 | |
Cash held in escrow | 10 | 445,377,754 | |
Prepayments | 222,984 | ||
446,203,936 | |||
Shareholders' equity and liabilities | |||
Shareholders' equity | |||
Share capital | 7 | 1,471 | |
Share-based payment reserve | 8 | 51,628,655 | |
Accumulated losses | (61,317,016) | ||
(9,686,890) | |||
Liabilities | |||
Accrued expenses | 91,744 | ||
Contingent settlement provision | 14 | 9,889,671 | |
Units | 7 | 82,961,952 | |
Sponsor warrant liabilities at fair value through profit or loss | 7 | 10,654,210 | |
Public warrant liabilities at fair value through profit or loss | 7 | 11,895,727 | |
Redeemable ordinary shares | 7 | 340,397,522 | |
455,890,826 | |||
446,203,936 |
As at 31 December 2021 |
Note | 2021 € | ||
Income | |||
Net gain on warrant liabilities at fair value through profit or loss | 7,290,419 | ||
7,290,419 | |||
Expenses | |||
Share-based payment expense | 8 | 51,628,655 | |
Formation and operational expenses | 9 | 2,071,539 | |
Interest expense calculated using the effective interest method | 7 | 13,988,453 | |
Other interest | 10 | 918,788 | |
68,607,435 | |||
(61,317,016) | |||
(61,317,016) | |||
Basic loss per share | 12 | (5.81) | |
Diluted loss per share | 12 | (5.81) |
For the period 21 January 2021 (date of incorporation) to 31 December 2021 |
Share capital | Share based payment reserve | Accumulated losses | Total | |
€ | € | € | € | |
Opening balance – 21 January 2021 | - | - | - | - |
Comprehensive loss for the period | - | - | (61,317,016) | (61,317,016) |
Total comprehensive loss for the period | - | - | (61,317,016) | (61,317,016) |
Capital transactions | ||||
Issued share capital | 1,533 | - | - | 1,533 |
Share forfeiture | (62) | - | - | (62) |
Share-based payment reserve | - | 51,628,655 | - | 51,628,655 |
Closing balance – 31 December 2021 | 1,471 | 51,628,655 | (61,317,016) | (9,686,890) |
For the period 21 January 2021 (date of incorporation) to 31 December 2021 |
2021 € | |||
Cash flows from operating activities: | |||
Net loss for the period | (61,317,016) | ||
Adjustments to reconcile net loss for the period to net cash used in operating activities: | |||
Net gain on warrant liabilities at fair value through profit or loss | (7,290,419) | ||
Interest expense calculated using the effective interest method | 13,988,453 | ||
Share-based payment expense | 51,628,655 | ||
Changes in: | |||
Prepayments | (222,984) | ||
Accrued expenses | 91,744 | ||
(3,121,567) | |||
Cash flows from investing activities: | |||
Deposit in escrow account of proceeds from issuance of units | (445,377,754) | ||
Net cash used in investing activities | (445,377,754) | ||
Cash flows from financing activities: | |||
Proceeds from issuance of sponsor shares | 1,533 | ||
Proceeds from issuance of sponsor warrants | 15,870,268 | ||
Shares forfeited at no consideration | (63) | ||
Proceeds from issuance of units | 441,353,341 | ||
Offering costs | (8,122,560) | ||
449,102,519 | |||
Net change in cash | 603,198 | ||
Cash at beginning of the period | - | ||
603,198 |
For the period 21 January 2021 (date of incorporation) to 31 December 2021 |
1. General information |
2. Summary of significant accounting policies |
2.1.Basis of presentation |
2.2.Use of estimates and judgements |
For the period ended 31 December 2021 |
2. Summary of significant accounting policies (continued) |
2.2.Use of estimates and judgements (continued) |
2.3.Going concern |
For the period ended 31 December 2021 |
2. Summary of significant accounting policies (continued) |
2.3.Going concern (continued) |
2.4.New accounting developments |
2.5.Foreign currency translation |
i.Functional currency |
ii.Transactions and balances |
For the period ended 31 December 2021 |
2. Summary of significant accounting policies (continued) |
2.6.Financial assets and liabilities |
(i) Recognition and initial measurement |
(ii) Classification and subsequent measurement |
For the period ended 31 December 2021 |
2. Summary of significant accounting policies (continued) |
2.6.Financial assets and liabilities (continued) |
(iii) Amortised cost |
For the period ended 31 December 2021 |
2. Summary of significant accounting policies (continued) |
2.6.Financial assets and liabilities (continued) |
(v)Impairment |
For the period ended 31 December 2021 |
2. Summary of significant accounting policies (continued) |
2.6.Financial assets and liabilities (continued) |
For the period ended 31 December 2021 |
2. Summary of significant accounting policies (continued) |
2.6.Financial assets and liabilities (continued) |
(vi)Derecognition |
2.7.Cash |
2.8.Prepayments |
For the period ended 31 December 2021 |
2. Summary of significant accounting policies (continued) | ||
2.9.Accrued expenses |
2.10.Offering costs |
2.11.Share-based payment reserve |
2.12.Units |
For the period ended 31 December 2021 |
2. Summary of significant accounting policies (continued) |
2.13.Redeemable ordinary shares |
2.14.Public warrants and sponsor warrants |
2.15.Sponsor shares |
2.16.Taxation |
For the period ended 31 December 2021 |
2. Summary of significant accounting policies (continued) |
2.16.Taxation (continued) |
2.17.Related parties |
2.18.Interest |
For the period ended 31 December 2021 |
2. Summary of significant accounting policies (continued) |
2.18.Interest (continued) |
3. Fair value measurement |
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). |
Level 3 - | Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). |
For the period ended 31 December 2021 |
Level 1 | Level 2 | Level 3 | Total | |
€ | € | € | € | |
Financial liabilities at fair value through profit or loss | ||||
Public warrant liabilities | - | 11,895,727 | - | 11,895,727 |
Public warrant liabilities, included in units | - | 2,801,339 | - | 2,801,339 |
Sponsor warrant liabilities | - | - | 10,654,210 | 10,654,210 |
- | 14,697,066 | 10,654,210 | 25,351,276 |
For the period ended 31 December 2021 |
3. Fair value measurement (continued) |
2021 | ||
€ | ||
Beginning of period | - | |
Warrant proceeds from sponsor warrants | 15,870,268 | |
Net unrealised gain on warrant liabilities at fair value through profit or loss | (5,216,058) | |
End of period | 10,654,210 |
Fair value € | ||||
Sponsor warrant liabilities | 10,654,210 | Expected volatility | 13.1% |
2021 € Favorable | 2021 € Unfavorable | ||
Sponsor warrant liabilities at FVTPL | 6,168,227 | (6,104,746) |
For the period ended 31 December 2021 |
5. Financial risk management |
5.1.Market risk management |
Profit or loss | ||
31 December 2021 | ||
Cash held in escrow | (9,188) | 9,188 |
Cash flow sensitivity | (9,188) | 9,188 |
For the period ended 31 December 2021 |
5. Financial risk management (continued) |
5.1.Market risk management (continued) |
5.2.Liquidity risk management |
For the period ended 31 December 2021 |
5. Financial risk management (continued) | |
5.2.Liquidity risk management (continued) |
Total € | ||||
Redeemable ordinary shares, attributable to units | - | - | 80,160,613 | 80,160,613 |
Public warrant liabilities at fair value through profit or loss, attributable to units | - | - | 2,801,339 | 2,801,339 |
Redeemable ordinary shares | - | - | 340,397,522 | 340,397,522 |
Public warrant liabilities at fair value through profit or loss | - | - | 11,895,727 | 11,895,727 |
Sponsor warrant liabilities at fair value through profit or loss | - | - | 10,654,210 | 10,654,210 |
Accrued expenses | - | 91,744 | - | 91,744 |
Contingent settlement provision | - | - | 9,889,671 | 9,889,671 |
- | 91,744 | 455,799,082 | 455,890,826 |
5.3.Credit risk management |
Credit Ratings | Moody's | Standard & Poor's | Fitch |
Long term | A3 | A- | A+ |
Short term | P-2 | A-2 | F1+ |
Credit Ratings | Moody's | Standard & Poor's | Fitch |
Long term | A3 | BBB+ | Not rated |
Short term | P-1 | Not rated | Not rated |
For the period ended 31 December 2021 |
5. Financial risk management (continued) |
5.4.Capital risk management |
6. Acquisition |
7. Capital instruments |
For the period ended 31 December 2021 |
7. Capital instruments (continued) |
Units | 2021 | |
In issue at 21 January | - | |
Subscribed | 46,000,000 | |
Surrendered due to partial exercise of the over-allotment option | (1,864,666) | |
Converted post Offering | (35,722,905) | |
In issue at 31 December | 8,412,429 |
For the period ended 31 December 2021 |
7. Capital instruments (continued) |
Units | 2021 € | |
Proceeds from issuance of units | 441,353,340 | |
Offering costs | (8,438,017) | |
Contingent settlement provision attributable to redeemable ordinary shares | (9,157,708) | |
Interest expense calculated using the effective interest method | 13,571,947 | |
Net unrealised gain on public warrant liabilities, included in units | (2,074,361) | |
Detachment of redeemable ordinary shares at 31 December | (340,397,522) | |
Detachment of public warrants at 31 December | (11,895,727) | |
Carrying amount of units at 31 December | 82,961,952 | |
Comprising: Redeemable ordinary shares attributable to units | 80,160,613 | |
Comprising: Public warrants attributable to units | 2,801,339 |
Redeemable ordinary shares | 2021 € | |
Proceeds from issuance of units that are attributable to redeemable ordinary shares | 343,654,346 | |
Offering costs | (6,829,686) | |
Contingent settlement provision attributable to redeemable ordinary shares | (7,412,200) | |
Interest expense calculated using the effective interest method | 10,985,062 | |
Carrying amount at 31 December | 340,397,522 |
For the period ended 31 December 2021 |
7. Capital instruments (continued) |
Public warrants | 2021 € | |
Proceeds from issuance of units that are attributable to public warrants | 13,574,704 | |
Net unrealised gain on public warrant liabilities | (1,678,977) | |
Carrying amount at 31 December | 11,895,727 |
Financial instruments held in treasury as at | 2021 14 May | 2021 4 June | 2021 31 December |
Redeemable ordinary shares | 46,000,000 | 44,135,334 | 8,412,429 |
Public warrants | 15,333,333 | 14,711,778 | 2,804,143 |
Units | 6,000,000 | - | - |
For the period ended 31 December 2021 |
For the period ended 31 December 2021 |
9. Operating costs |
10. Cash held in escrow and other interest |
Negative interest cover | ||
Negative interest incurred | (918,788) | |
Negative interest cover | 4,880,000 | |
Negative interest gap cover remaining | 3,961,212 |
For the period ended 31 December 2021 |
11. Dividends |
12. Net loss per share |
12.1.Basic loss per share |
2021 € | ||
Numerator | ||
Net loss for the period and losses used in basic loss per share | (61,317,016) | |
Total net loss for the period used in basic loss per share | (61,317,016) | |
Denominator | ||
Weighted average number of sponsor shares used in basic loss per share | 10,556,201 | |
Total weighted average number of sponsor shares used in basic loss per share | 10,556,201 | |
Basic loss per share | (5.81) |
12.2.Diluted loss per share |
For the period ended 31 December 2021 |
13. Related party transactions (continued) |
31 December 2021 | Issued | Transferred | |||
Sponsor shares | |||||
Hedosophia Group Limited | - | 15,333,333 | (200,000) | (621,555) | 14,511,778 |
Jochen Engert (Independent non-executive director) | - | - | 50,000 | - | 50,000 |
Maximilian Bittner (Independent non- executive director) | - | - | 50,000 | - | 50,000 |
Jan Kemper (Independent non-executive director) | - | - | 50,000 | - | 50,000 |
Stephanie Phair (Independent non- executive director) | - | - | 50,000 | - | 50,000 |
15,333,333 | - | (621,555) | 14,711,778 |
31 December 2021 | Issued | Transferred | |||
Sponsor warrants | |||||
Hedosophia Group Limited | - | 10,580,149 | - | 10,580,149 |
For the period ended 31 December 2021 |
31 December 2021 | Issued | Transferre d | |||
Units | |||||
Hedosophia Group Limited | - | 2,000,000 | - | (2,000,000) | - |
14. Contingent settlement provision |
15. Income tax |
For the period ended 31 December 2021 |
16. Accounting classification and fair value |
31 December 2021 | Carrying Value | Fair Value | Fair value hierarchy level |
Financial assets measured at amortised cost | |||
Cash | 603,198 | 603,198 | Level 1 |
Cash held in escrow | 445,377,754 | 445,377,754 | Level 1 |
445,980,952 | 445,980,952 | ||
Financial liabilities measured at fair value | |||
Public warrant liabilities attributable to units | 2,801,339 | 2,801,339 | Level 2 |
Public warrant liabilities | 11,895,727 | 11,895,727 | Level 2 |
Sponsor warrant liabilities | 10,654,210 | 10,654,210 | Level 3 |
25,351,276 | 25,351,276 | ||
Financial liabilities measured at amortised cost | |||
Redeemable ordinary shares attributable to units | 80,160,613 | 83,956,041 | Level 2 |
Redeemable ordinary shares | 340,397,522 | 350,084,469 | Level 2 |
Contingent settlement provision | 9,889,671 | 7,872,181 | Level 3 |
Accrued expenses | 91,744 | 91,744 | Level 2 |
430,539,550 | 442,004,435 |
17. Subsequent events |
For the period ended 31 December 2021 |