Untitled

Annual Report for the period from date of

incorporation on 7 April 2021 to 31 December 2021

TABLE OF CONTENTS

Page

REPORT OF THE DIRECTORS ......................................................................................................... 3

REPORT OF THE NON-EXECUTIVE DIRECTORS ........................................................................ 24

STATEMENT OF DIRECTORS' RESPONSIBILITIES ...................................................................... 31

FINANCIAL STATEMENTS FOR THE PERIOD 7 APRIL 2021 TO 31 DECEMBER 2021 ............... 33

OTHER INFORMATION ................................................................................................................... 54

INDEPENDENT AUDITOR'S REPORT ............................................................................................ 55

MANAGEMENT REPORT

General

VAM Investments SPAC B.V. ("VAM Investments SPAC" or the "Company") is a private limited

liability company incorporated under Dutch law (besloten vennootschap met beperkte

aansprakelijkheid), with its statutory seat in Amsterdam, the Netherlands, and its registered office at

Via Manzoni 3, 20121 Milan, Italy, and registered in the Trade Register of the Dutch Chamber of

Commerce (handelsregister van de Kamer van Koophandel) under number 82465207, and operating

under the laws of the Netherlands. The Company's Legal Entity Identifier is

724500WU54AQ8OJ2SU41. VAM Investments SPAC was admitted to listing and trading on Euronext

Amsterdam, the regulated market operated by Euronext Amsterdam N.V. ("Euronext Amsterdam")

on 19 July 2021 following an initial public offering ("IPO") of Units (as defined below) pursuant to

which it raised €210,326,560 in gross proceeds (the "IPO Proceeds").

VAM Investments SPAC is a Special Purpose Acquisition Company ("SPAC") and was incorporated

for the purpose of effecting a merger, demerger, share exchange, asset acquisition, share purchase,

reorganisation or similar business combination with, or acquisition of, a business or company (a

"Target") (a "Business Combination") operating in the consumer products and services sector (the

"Target Sector") that is headquartered or operating in the European Economic Area, Switzerland or

the United Kingdom, although it may pursue a Business Combination opportunity in any geography,

industry or sector. VAM Investments Group S.p.A. is the sponsor of the Company (the "Sponsor").

Each unit sold to investors in the IPO comprised (the "Units"):

(i) one ordinary share in the share capital of the Company, each having a nominal value of €0.01

(jointly, the "Ordinary Shares"); and

(ii) a right to receive one-half (1/2) of a redeemable warrant issued by the Company (jointly, the

"Warrants"). During the exercise period described in the Prospectus (as defined below), each

whole Warrant entitles an eligible holder to acquire one Ordinary Share, at the exercise price

of €11.50 per Ordinary Share, subject to certain anti-dilution provisions, in accordance with

the terms and conditions of the Warrants and the Founder Warrants (as defined below) as

published on the Company's website (the "Warrant T&Cs").

The Units traded on Euronext Amsterdam as Ordinary Shares with (cum) a right to acquire one-half

(1/2) of Warrant until 27 July 2021, on which day a distribution in kind was made at the expense of

the general share premium reserve maintained by the Company, whereby one-half (1/2) of a Warrant

was distributed to each holder of Ordinary Shares on the record date (the "Distribution"), after which

the Ordinary Shares and the whole Warrants commenced trading separately on Euronext Amsterdam.

Entitlements to fractions of Warrants were forfeited.

Since the IPO, we have been focusing on finding the right Tar get for our SPAC. Whilst we have

reviewed, and are reviewing, multiple potential Ta rge ts, at the date of this management report, we

have not yet selected a Tar get that could be proposed to the Business Combination EGM (as defined

below). We continue our search for a Business Combination with a Targ et, which is to be completed

within the 24-month period from the settlement date of the IPO (the settlement date of the IPO, being

21 July 2021, the "Settlement Date"), being 21 July 2023, plus an additional six months subject to

approval by the general meeting (algemene vergadering) of the Company (the "General Meeting")

(the "Business Combination Deadline"), as announced in the prospectus relating to the IPO dated

14 July 2021 (the "Prospectus").

If the Company proposes to complete a Business Combination, it will convene an extraordinary

General Meeting and propose the Business Combination to the Company's shareholders (the

"Business Combination EGM"). The resolution by the Board (as defined below) to complete a

Business Combination will require the prior approval of a simple majority of the votes cast on the

Ordinary Shares and the Founder Shares (as defined below) at the Business Combination EGM. If a

proposed Business Combination is not approved at the Business Combination EGM, the Company

may (i) provide notice of a subsequent General Meeting and submit the same proposed Business

Combination for approval or (ii) seek other potential Targets, provided that the Business Combination

must be completed prior to the Business Combination Deadline.

VAM Investments SPAC suffered an after-tax loss of €3,154,802.43 over the period from 7 April 2021

(date of incorporation of VAM Investments SPAC) until 31 December 2021. VAM Investments SPAC

has not recorded any operational revenues. The result is attributable to the Negative Interest (as

defined below) rate payable on the Escrow Account (as defined below) plus a change in the market

value of the Warrants and incurring expenses, commissions and taxes in connection with the IPO

and the subsequent search for a Business Combination. The Negative Interest in respect of the IPO

Proceeds held in the Escrow Account from 21 July 2021 to 31 December 2021 was paid from the part

of the Negative Interest Cover (as defined below) deposited in the Escrow Account, so that the entire

amount of IPO Proceeds was still held in the Escrow Account at 31 December 2021.

About VAM Investments SPAC B.V.

Capital structure

At incorporation, the Company issued 1 share with a nominal value of €1.00 to the Sponsor. Following

the IPO and the concurrent private placement with the Sponsor, the Company's issued capital was

increased to €1,262,908.20, as at 31 December 2021 consisting of the following:

(i) €52,581.64, representing approximately 4.16% of the Company's issued capital, consisting

of 5,258,164 founder shares, each having a nominal value of €0.01 (the "Founder Shares"),

acquired by the Sponsor for an aggregate issue price of €9,809,796.80. The Founder Shares

shall not share in any profits nor in the reserves of the Company, other than in case of a

Liquidation (as defined below) in accordance with a pre-determined order of priority as laid

down in the Company's articles of association as in force on the date hereof (the "Articles

of Association"). The Founder Shares will be converted into newly issued Ordinary Shares

following a Business Combination on a one-for-one basis, subject to adjustment for share

sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, in

accordance with the promote schedule the terms of which are set out in the Prospectus;

(ii) €200,000, representing approximately 15.84% of the Company's issued capital, consisting of

the founder share f1 in the Company with a nominal value of €200,000 (the "Founder Share

F1"), subscribed by the Sponsor for an issue price of €200,000;

(iii) €210,326.56, representing approximately 16.65% of the Company's issued capital,

consisting of 21,032,656 Ordinary Shares, each having a nominal value of €0.01, acquired

by the investors in the IPO as part of the Units for an aggregate issue price of €210,326,560;

and

(iv) €800,000, representing approximately 63.35% of the Company's issued capital, consisting of

the 80,000,000 Treasury Shares (as defined below), each having a nominal value of €0.01.

As part of the IPO and the concurrent private placement with the Sponsor, the Company further:

(i) transferred 10,516,328 Warrants to holders of Ordinary Shares as part of the Distribution;

and

(ii) issued 9,809,796 rights to subscribe for one ordinary share in the capital of the Company

(the "Founder Warrants"), for no consideration, which are deemed embedded in and form

part of the Founder Share F1 held by the Sponsor. During the exercise period described in

the Prospectus, each whole Founder Warrant entitles an eligible holder to acquire one newly

issued Ordinary Share, at the exercise price of €11.50 per Ordinary Share, subject to certain

anti-dilution provisions, in accordance with the Warrant T&Cs.

Ordinary Shares and Warrants held in treasury

On the Settlement Date, the Company issued to, and immediately repurchased from, the Sponsor (i)

80,000,000 Ordinary Shares ("Treasury Shares") and (ii) 40,000,000 Warrants, all at the same value

(so that no net proceeds remained with or were due by the Company), for the purpose of holding

these in treasury for purposes of, inter alia, (i) the delivery of Ordinary Shares upon the exercise of

the Warrants, (ii) the transfer of Warrants as part of the Distribution; and (iii) for future issuances of

securities of the Company that are convertible into, exchangeable for or exercisable for Ordinary

Shares to fund, or otherwise in connection with, the Business Combination. As long as the Treasury

Shares are held in treasury, they will not yield dividends or rights to other distributions, will not entitle

the Company as a holder thereof to voting rights, will not count towards the calculation of dividends,

or other distributions or voting percentages, and will not be eligible for redemption. As long as the

Warrants are held in treasury, they will not be exercisable. The Treasury Shares and Warrants held

in treasury are admitted to listing and trading on Euronext Amsterdam.

No Business Combination by the Business Combination Deadline

If the Company does not complete a Business Combination by the Business Combination Deadline,

the Company intends to, as soon as reasonably possible, initiate a repurchase procedure allowing

the holders of Ordinary Shares to receive a pro rata share of funds in the Escrow Account which, as

a result of the Negative Interest Cover, is anticipated to be €10.00 per Ordinary Share. The Board (as

defined below) will set and announce by press release an acceptance period for the repurchase of

Ordinary Shares. Holders of Ordinary Shares will need to take steps to have their Ordinary Shares

repurchased by the Company, as will be set out by the Company around that time. Ordinary

Shareholders who fail to participate in the repurchase procedure at such time are dependent on the

Liquidation of the Company to receive any repayment in respect of their Ordinary Shares and such

amount may be different from, and will be paid later than, that available if such holder of Ordinary

Shares had participated in the repurchase procedure.

Subsequently, the Company intends to, as soon as reasonably possible, and in any event, within no

more than two months from the Business Combination Deadline, at the proposal of the Board

convene a General Meeting for the purpose of adopting a resolution to (i) dissolve and liquidate the

Company and (ii) delist the Ordinary Shares and the Warrants (the "Liquidation"). In the event of a

Liquidation, the distribution of the Company's assets and the allocation of the liquidation surplus shall

be completed, after payment of the Company's creditors and settlement of its liabilities, in accordance

with a pre-determined order of priority as laid down in the Articles of Association. There will be no

distribution of proceeds or otherwise with respect to any of the Warrants or the Founder Warrants,

and all such Warrants and Founder Warrants will automatically expire without value upon occurrence

of such a Liquidation.

Escrow Account

On the Settlement Date, an amount equal to the IPO Proceeds has been deposited in an escrow

account held with Banca Nazionale del Lavoro S.p.A. (the "Escrow Account"), initially bearing

negative interest ("Negative Interest") at the rate of EURIBOR 3M + 5bps. To pro vi de compe nsa tio n

for the incurrence of Negative Interest in respect of the IPO Proceeds, up to 1% of any Negative

Interest incurred in respect of the IPO Proceeds, amounting to up to €2,103,266 (the "Negative

Interest Cover"), will be borne by the proceeds raised through the Sponsor's subscription for the

Founder Shares. Following the IPO, in aggregate €1,103,266 of the Negative Interest Cover was

deposited in the Escrow Account and €1,000,000 (the "Balancing Payment") was deposited in the

Company's working capital account. If the Company has not consummated a Business Combination

prior to the 366

day after the Settlement Date, being 22 July 2022, the Company will transfer the

Balancing Payment from its working capital account into the Escrow Account.

Negative Interest, if any, incurred in excess of the Negative Interest Cover will effectively be borne by

the Company and the Company will – mutatis mutandis – benefit from any interest income.

Costs

In addition to the Negative Interest Cover, the Sponsor has provided €7,706,530.80 to VAM

Investments SPAC through its subscription for Founder Shares to cover the costs (the "Costs Cover")

related to the IPO and as initial working capital of VAM Investments SPAC (i.e. costs relating to the

search for a business combination and other running costs). The funds contributed by the Sponsor

through its subscription for the Founder Shares will be fully at risk for the Sponsor in the event no

Business Combination is completed by the Business Combination Deadline.

Insofar as any amounts are required to cover any costs in excess of the Costs Cover, the Sponsor,

at the request of the Board, may elect to finance any excess costs or part thereof through the issuance

of loan or debt instruments to the Company, such as promissory notes or lines of credit, but may

choose not to do so. To the extent the Sponsor, at the request of the Board, elects to finance any

costs in excess of the Costs Cover, any amounts to be repaid to it, or any part thereof, may, at its

election, be settled for additional rights to acquire an equivalent number of Founder Warrants under

the Founder Share F1 at a subscription price of €1.00 per Founder Warrant.

The Company and the Sponsor have entered into an administrative services agreement (the

"Administrative Services Agreement") pursuant to which the Sponsor provides free-of-charge

secretarial, financial and administrative services to the Company, and any other services as agreed

between the Company and the Sponsor.

Board Structure

The Company has a one-tier board of directors (the "Board"), consisting of executive Directors

(uitvoerende bestuurders) and non-executive Directors (niet-uitvoerende bestuurders) (the

"Directors"). The executive Directors are responsible for the Company's day-to-day management,

which includes, among other things, formulating the strategies and policies and setting and achieving

the Company's objectives. The non-executive Directors are charged with the supervision of the

performance of duties by the executive Directors as well as the general course of affairs of the

Company and the business connected with it. Each Director has a duty to the Company to properly

perform the duties assigned to each member and to act in the Company's corporate interest. Under

Dutch law, the corporate interest extends to the interests of all the Company's stakeholders, including

the Company's securities holders, creditors and employees.

In addition to the Board, the Company has an audit committee (the "Audit Committee"), which

exercises the duties as prescribed in the Decree establishment audit committee (Besluit instelling

auditcommissie). The Board is responsible for the governance structure of the Company. As at the

date of this management report, the provisions in Dutch law, which are commonly referred to as the

"large company regime" (structuurregime), do not apply to the Company. The Company does not

intend to voluntarily apply the "large company regime".

Carlo Di Biagio has been serving as the chief financial officer ("CFO") of the Company as of the

Settlement Date but is not part of the Board.

Executive Directors

Francesco Trapani and Marco Piana are the executive Directors of VAM Investments SPAC.

Francesco Trapani has been with the Company since its incorporation and has been serving as an

executive Director with the title of Chairman since the Settlement Date (except for the temporary

leave of absence granted to him by the Board for the period started on 27 August 2021 and ended

on 31 December 2021). He also serves as chairman of the board of the Sponsor. He is a globally

recognized figure in the luxury sector (which includes watches and jewellery), having built one of hard

luxury's champions, as chief executive officer of the Bulgari Group from 1984 to 2011, and run one of

the most important divisions of the largest hard luxury conglomerate in the world, as Chairman and

chief executive officer of LVMH's Watches and Jewellery department, from 2011 to 2014. In February

2017, following a significant investment, he became a member of the board of directors of Tiffany &

Co. Inc., and advised the company on the appointment of a new management team focused on

innovation and profitability, including chief executive officer Alessandro Bogliolo, in 2017. He stepped

down from the board in November 2019, following the announcement of an acquisition by LVMH for

approximately $16 billion in the largest M&A transaction in the luxury sector to date. In May 2017,

Francesco became a shareholder of Tages Holding and assumed the role of Executive Vice

Chairman.

Francesco is also the chairman of Gruppo Florence, a high-end "made in Italy" garments group, and

a member of the EMEA advisory board of Salesforce.

Francesco holds a degree in Economics and Commerce from the University of Naples and attended

further Marketing and Finance courses at New York University.

Marco Piana has been with the Company since its incorporation and has been serving as an

executive Director and as the chief executive officer ("CEO") of the Company since the Settlement

Date. He also serves as chief executive officer and managing partner of the Sponsor and has almost

20 years of experience in the private equity sector. He began his career at McKinsey & Company in

Milan before moving to private equity with Investitori Associati in 2003. He was a director at Magenta

and the British firm 3i plc for 5 years, before becoming a Partner at Fondo Italiano di Investimento.

He founded the Sponsor in 2011 to invest his personal funds, before opening up its investments to

third parties in 2013. Marco has completed private equity investments across various industries,

including industrials, travel, healthcare and B2B services. Marco currently serves as chairman of the

board of Demengo, an Italian optics chain, and Soundreef, a European music royalty management

platform. He is also a member of the board of directors of Gruppo Florence and Sicurezza e Ambiente.

Marco holds a MSc in Engineering from the Polytechnic of Turin and an MBA from Columbia Business

School in New York.

Strategy and acquisition Criteria

The Company strongly believes that continuous consumer engagement while delivering quality

products to customers should be the Targ et Sector's top strategic priority for the next few years. From

a practical perspective, the restrictions forced by the COVID-19 pandemic, along with changing

consumer preferences, have accelerated the rise of e-commerce as a critical distribution channel.

Legacy players with exposure to traditional channels and outmoded retail footprints will continue to

be challenged in this rapidly evolving environment, while innovative players with flexible business

models and costs structures, who are able to adapt and evolve quickly, will re-shape the broader

industry. Furthermore, the Company believes that certain other trends, including favourable

demographic trends, transparency of ingredients/materials and responsible sourcing, and the

emergence and expansion of specialty brands will continue to shape the sector and lead to potential

investment opportunities.

Within the Target Sector, the Company believes certain segments are well-positioned to benefit from

the current economic environment and are aligned with its investing expertise, including luxury and

luxury value chain, lifestyle, physical retail, online retail, consumer services and beauty and personal

care (the "Target Segments").

Within the Ta rget Sec tor, the Company plans to seek out a Target with an enterprise value (i.e.

acquisition cost) of between €1.0 billion and €3.0 billion, that is based or has its main operations in,

the European Economic Area, Switzerland and/or the United Kingdom, and that has a competitive

market position and strong business fundamentals.

The Company intends to utilise certain criteria and guidelines to evaluate acquisition opportunities,

although it may decide to enter into a Business Combination with a Target that does not meet one or

more of these criteria and guidelines. These criteria include a Target that:

•

benefits from ongoing, long-term attractive sector trends, that the Company believes will

continue over the medium term and that will allow for stable growth;

•

has the ability to directly or indirectly cater to a global audience of consumers, regardless of

location;

•

is led by an outstanding management team, comprising one or more founders that are willing

to remain in their respective roles after the Business Combination, thereby providing

management and governance stability;

•

operates in a business with strong profitability and cash flow generation;

•

has strong client recognition and brand loyalty through clear and distinctive features, and with

strong B2C business content;

•

benefits from a solid competitive position, with high barriers to entry and/or that benefits from

a clear first-mover advantage; or that has a high market share in large markets within Europe,

with a leading or co-leading position and that is at the forefront of innovation (if a services

provider);

•

is committed to strong ESG practices;

•

has unique or difficult-to-replicate intellectual property, such as know-how in craftsmanship,

manufacturing technologies, and research and development capabilities;

•

has both organic and inorganic growth potential, including by expanding product lines or

geographical presence, or that is well-positioned, due to its size, profitability, availability of

managerial resources and funding, to acquire one or more competitors and thereafter

successfully integrate and benefit from consolidation synergies; and

•

has the ability to leverage digital selling platforms for future growth.

In selecting a Target, the Company will also consider the potential for Francesco Trapani, Marco

Piana and the other members of the Board to provide additional strategic guidance and support to

the Target's management. Thanks to their background, profile and experience, Francesco Trapani,

Marco Piana and the other members of the Board are ideally positioned to become preferred partners

for a Target's shareholders and management.

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular

Business Combination may be based on these general guidelines as well as other considerations,

factors and criteria that the Directors may deem relevant.

Progress

Throughout 2021, the Board has assessed a wide variety of companies in multiple sectors, mainly

across the Target Segments, in either a B2B or B2C capacity. The Board sources leads to potential

Target s from e.g. their own network of contacts, including entrepreneurs, executives and financial

investors. The Board keeps a ''long-list" of potential Tar get s and is currently in (early-stage)

discussions with, or conducts preliminary due diligence on, a few of them. The focus of VAM

Investments SPAC remains on a Target in one of the Ta rge t Seg ments , in either a B2B or B2C

capacity (although there is no guarantee that it will do so) and it will always seek to form a Business

Combination with a Targ et at an acceptable valuation for its shareholders.

Outlook

At the end of the financial year ended on 31 December 2021, the Company has not proposed a Target

to the Business Combination EGM. VAM Investments SPAC will continue its search for a proposed

Business Combination with a Targ et to be completed before the Business Combination Deadline. We

are monitoring the news regarding the War in Ukraine. It is concerning and brings uncertainty for

people and the economic environment. VAM Investments SPAC will continue to pursue a sound

investment opportunity for its shareholders, but we cannot rule out that this conflict, or related matters

like inflation or access to capital markets, will have an impact in our operations in due course.

Financial developments 2021

The Ordinary Shares and Warrants were admitted to listing and trading on Euronext Amsterdam on

19 July 2021, raising €210,326,560 from a diversified investor base. Some of the financial highlights

as at 31 December 2021 are:

•

Escrow Account plus working capital account balance: €213,902,452.41;

•

Trading price Ordinary Shares: €9.64 (closing price); and

•

Trading price Warrants: €0.38 (closing price).

The Company did not generate any revenues in the financial year 2021. The expenses incurred by

the Company in the financial year 2021 include, amongst others, transaction costs, audit and advisory

cost, legal fees, Directors' fees, bank costs and Negative Interest. This has resulted in an after-tax

loss of €3,154,802.43 over the period from 7 April 2021 (date of incorporation of VAM Investments

SPAC) until 31 December 2021. The result is attributable to the Negative Interest rate payable on the

Escrow Account plus a change in the market value of the Warrants and incurring expenses,

commissions and taxes in connection with the IPO and the subsequent search for a Business

Combination. The Negative Interest in respect of the IPO Proceeds held in the Escrow Account from

21 July 2021 to 31 December 2021 was paid from the part of the Negative Interest Cover deposited

in the Escrow Account, so that the entire amount of IPO Proceeds was still held in the Escrow Account

on 31 December 2021.

Corporate Social Responsibility

The Company aims to complete a Business Combination with a Targ et that i s commi tte d to str ong

environmental, social, and corporate governance (ESG) practices. The executive Directors believe

that the most successful companies of the next decade will find solutions to address challenges that

contribute to positive outcomes and unlock lasting economic value. The executive Directors believe

that by investing in a more inclusive and sustainable future, a company can consistently create both

long-term economic value and measurable societal impact.

Code of Conduct

The Board has adopted a code of conduct ("Code of Conduct") that applies to its Directors and any

person working, under a contract of employment, service or otherwise performing tasks for the

Company. The principles and best practices established in the Code of Conduct reflect the corporate

culture that the Board wants to embed in the day-to-day routine of these individuals. The Code of

Conduct includes topics such as employees' and human rights, health and safety, gifts, anti-bribery

and confidential information. The Code of Conduct can be found on the Company's website.

The Directors and employees of the Company are offered the opportunity to report irregularities or

suspicions with regards to the Code of Conduct, safety policies or any form of misbehaviour without

bringing their (legal) position in jeopardy. Reporting of such instances can be done to designated

persons. The whistleblowing policy is included in the Code of Conduct. No irregularities were reported

in the financial year 2021.

Insider trading policy

The Company has implemented regulations covering security transactions by the members of the

Board and other employees. The Insider trading policy is published on the Company's website. The

insider trading policy aims to promote compliance with the relevant obligations and restrictions under

applicable securities law.

Research and Development

Due to the nature of the Company as a SPAC, it does not conduct any research and development

activities.

Special circumstances

At the date of this management report, there have been no special circumstances, not included in the

Financial Statements (as defined below), that have affected expectations.

Risks and Uncertainties

Below is a summary of our risks, particularly as a SPAC prior to the completion of a Business

Combination, our willingness to take on risks in pursuit of our strategic objectives (i.e., our risk

appetite), an indication of the likelihood of any of these risks materialising and the potential impact

thereof. Further reference is made to the description of risks relating to the Company included in the

Prospectus, particularly risks that may be of relevance to the Company after the completion of a

Business Combination and risks relating to our securities. Additional risks not known to us, or currently

believed not to be material, could later turn out to have a material impact on our business, revenue,

assets, liquidity, capital resources or net income. The Company's risk management objectives and

policies are consistent with those disclosed in the Prospectus.

Risk

category

Risk description

Risk

appetite

Likelihood

Potential

impact

Operational

The Company depends on

its Directors and CFO to

identify potential Targets

and execute the Business

Combination, and the loss

of the services of such

individuals could have a

material adverse effect on

the Company's business,

financial condition, results

of operations and prospects

Low

Medium

Operational

The Company's search for

a Target and the Target's

business, if acquired, may

be materially adversely

affected by the COVID-19

pandemic and/or other

matters of global concern

High

Medium

Low

Operational

Since the Founder Shares

and Founder Warrants will

have substantially no value

if the Business Combination

is not completed, a conflict

of interest may arise for the

Sponsor and the Directors

and CFO when determining

whether a particular Target

is appropriate for a

Business Combination

Low

To the ex ten t poss ibl e, for ea ch ris k fact or des cri bed be low, we se t out how we be lie ve we mit iga te

these risks. However, we may not be successful in deploying some or all of these mitigating actions

effectively. If circumstances occur or are not sufficiently mitigated, our business, financial condition,

results of operations and prospects could be material adversely affected. In addition, risks and

uncertainties could cause actual results to vary from those described, which may include forward-

looking statements, or could impact our ability to meet our objectives or be detrimental to our financial

condition or reputation.

The Company may face significant competition for Business Combination

opportunities

The Company may encounter significant competition in some or all of the Business Combination

opportunities that it may explore, which may reduce the number of potential Targets available or

increase the consideration the Company will need to pay to successfully acquire such Target.

The Company may compete with larger, better funded and/or more established companies, including

strategic buyers, sovereign wealth funds, other SPACs from both Europe and the United States, and

public and private investment funds, many of which may be well established and have extensive

experience identifying and completing business combinations. A number of these competitors may

also possess greater technical, human and other resources than the Company, have a greater ability

to source investment opportunities, and/or be better placed to complete a Business Combination than

the Company, in particular due to a lack of the internal or external constraints or restrictions which

apply to the Company, as a SPAC. As a result of this competition, the Company may be unable to

complete a Business Combination, even after having spent considerable time negotiating with the

Target , or may be re qui re d to engag e in a co mpeti tiv e bi ddin g pr oce ss th at it may lo se, whi ch co uld

result in the Company facing substantial unrecovered transaction costs, legal costs or other

expenses. Increased competition may also decrease the Company's leverage in negotiations and

may limit the time available to engage in due diligence.

In addition, even if the Company does successfully complete a Business Combination, the

consideration it pays may be higher than would otherwise have been the case, absent having to

compete for the Target, as a result of which the effective return on investment for investors may be

lower than might otherwise have been the case, and the Company would have fewer financial

resources available to further grow the Target.

The Company believes that, with approximately 200 years of combined sector experience, the depth

of its Board and broader leadership team's sector expertise and industry relationships is an important

differentiator in attracting high-quality and proprietary deal flow. Moreover, the Board has a proven

track record with leading global brands, including Bulgari, LVMH and Tiffany & Co, amongst others,

of optimising companies' journey to the public market, as well as in delivering significant value in

connection with acquisitions. This provides the Company with a competitive advantage in identifying

acquisition opportunities to complete the Business Combination.

There is no assurance that the Company will identify suitable Business Combination

opportunities or complete a Business Combination by the Business Combination

Deadline

The success of the Company's business strategy is dependent on its ability to identify suitable

Business Combination opportunities. The Company believes it is appropriately prepared to find a

suitable Business Combination opportunity. However, the Company cannot estimate how long it will

take to identify suitable Business Combination opportunities or whether it will be able to identify any

suitable Business Combination opportunities at all by the Business Combination Deadline. If the

Company fails to complete a proposed Business Combination, it may be left with substantial

unrecovered transaction costs, potentially including substantial break fees, legal costs or other

expenses. Furthermore, even if an agreement is reached relating to a Tar get , the Company may fail

to complete such Business Combination for reasons beyond its control, including due to a failure to

obtain Target shareholder approval or requisite regulatory approval. Any such event will result in a

loss to the Company of the related costs incurred, which could materially adversely affect subsequent

attempts to identify and acquire a stake in another target business.

Moreover, if the Company fails to complete the Business Combination by the Business Combination

Deadline, it intends to, as soon as reasonably possible, initiate an Ordinary Share repurchase

procedure and, subsequently, implement a Liquidation. See "No Business Combination by the

Business Combination Deadline" above. In such circumstances, there can be no assurance as to the

value of the remaining assets at the time of any such distribution, either as a result of costs from an

unsuccessful Business Combination or from other factors, including disputes or legal claims that the

Company is required to pay, the cost of the dissolution and Liquidation process, applicable tax

liabilities or amounts due to third-party creditors. Therefore, investors may receive less than they

invested in the Company or nothing at all.

The Company believes that the long-standing presence, reputation, visibility, operational experience

and extensive network of relationships in the Target Sector developed by (affiliates of) the Sponsor,

as well as the Directors, including in the Target Segments should provide the Company with an

advantage in accessing Business Combination opportunities in this space and allow therefore unique

access to off-market transactions (i.e. transactions that involve a Target that is not widely known in

the market to be available for acquisition) prior to the Business Combination Deadline. In addition,

the (financial) risk for our shareholders is largely mitigated as, subject to the limited circumstances

described in the Prospectus, if no Business Combination is completed, the exposure of holders of

Ordinary Shares is generally limited to any Negative Interest incurred in excess of the Negative

Interest Cover and, if any, costs or third-party claims that are not covered by the Costs Cover or the

Sponsor's indemnification of the IPO Proceeds under the conditions set out in the letter agreement

entered into on 16 July 2021 between the Sponsor, the Directors, the CFO and the Company (the

"Letter Agreement") and published on the Company's website.

The ability of the Company to diligence and negotiate a Business Combination on

favourable terms could be affected by a potential Target being aware of the

Company's limited business objective and time to complete the Business

Combination

Sellers of potential Targ ets are most likely aware that the Company must complete a Business

Combination by the Business Combination Deadline, failing which it will have to redeem the Ordinary

Shares, wind-up its operations and liquidate. The Business Combination will require the Company to

call a General Meeting, and the notice of this meeting must be given to Shareholders at least 42

calendar days prior thereto, effectively reducing the amount of time the Company has to complete a

Business Combination. Sellers may use this information as leverage in negotiations with the

Company relating to a Business Combination, knowing that if the Company does not complete a

Business Combination with a particular Target, the Company may be unable to complete a Business

Combination with any other Target by the Business Combination Deadline. This risk will increase as

the Company gets closer to the Business Combination Deadline. This could affect the ability of the

Company to negotiate a Business Combination on favourable terms and disadvantage the Company

against other potential buyers. As a consequence, the Company may be unable to complete a

Business Combination by the Business Combination Deadline and therefore be forced to liquidate or,

if it does complete a Business Combination, the effective return on investment for investors may be

lower than could have been the case absent these time pressures.

In addition, as the Company moves closer to the Business Combination Deadline, it will have less

time to conduct due diligence. As a result, it may not have the time required to conduct the due

diligence necessary for it to be confident enough in a Target to enter into a Business Combination

with that Ta rge t. Alte rna tiv el y, i t may e nte r i nt o the B usi nes s Com bi nati on on t erm s tha t i t may not

have accepted had it been able to undertake more comprehensive diligence, or it may enter into a

Business Combination with a Target that it would not have acquired if it had more time to conduct

diligence. These circumstances could expose the Company to undiscovered liabilities for which it

may not be indemnified, or might result in it acquiring a poor quality Targ et.

To mit igate this r isk, t he Co mpa ny is commi tte d to complete a Business Combination sooner rather

than later, but it will not compromise on key deal terms solely because of the limited time left to

complete a Business Combination. The Directors view time pressure not to be a significant

determining factor for their decisions in identifying and selecting a target business.

The Company could be constrained by the need to finance redemptions of Ordinary

Shares from any shareholders that decide to redeem their Ordinary Shares in

connection with a Business Combination

Any redemptions by Ordinary Shareholders who exercise their right to have their Ordinary Shares

repurchased by the Company in connection with the Business Combination (the "Redeeming

Shareholders") will reduce the funds available to effect a Business Combination and, as such, the

Company may not have sufficient funds available to complete the Business Combination, or to satisfy

any minimum cash conditions under the transaction agreement, absent raising additional capital.

If the aggregate cash consideration the Company would be required to pay for all Ordinary Shares

that are validly submitted for redemption, plus any amount required to satisfy cash conditions

pursuant to the terms of the Business Combination, exceed the aggregate funds available to the

Company, the Company would need to source additional financing or elect not to complete the

Business Combination. Although there can be no assurance that the Company would be able to

source additional financing on acceptable terms or at all, if it was able to do so, it could increase the

Company's overall financing costs, which could materially adversely affect the post-Business

Combination Company's business, financial condition, results of operations and prospects, and dilute

the interests of Ordinary Shareholders, which could reduce their control over the Company and their

ability to profit from their investment in the Company. If the Company instead elects to forgo the

Business Combination opportunity, it would not redeem any Ordinary Shares, and all Ordinary Shares

submitted for redemption would be returned to the applicable Redeeming Shareholders, and the

Company would then need to either seek an alternative Business Combination opportunity or else

liquidate.

The Company will seek to mitigate this risk by working with multiple scenarios in its discussions with

potential Targets and will generally seek to include a waiver, to be exercised at the discretion of the

seller(s) of such Target, of any minimum cash conditions. See also "In connection with the Business

Combination, the Company may need to arrange third party financing which it may be unable to obtain

on favourable terms or at all."

In connection with the Business Combination, the Company may need to arrange

third party financing which it may be unable to obtain on favourable terms or at all

Although the Company has not yet identified any specific prospective Targets and cannot currently

predict the amount of additional capital that may be required to complete a Business Combination,

the funds available to the Company at the completion of the IPO may not be sufficient to complete a

Business Combination of the size contemplated by the Company. If the Company has insufficient

funds available, it may, subject to any applicable requirement to obtain Shareholder approval, have

to issue a substantial number of additional Ordinary Shares via a private investment in public equity,

or private investment in public equity (PIPE) transaction, or other securities, or a combination of both,

including through redeemable or convertible debt securities, to consummate a Business Combination,

particularly as it intends to focus primarily on companies in the Target Sector with an enterprise value

between €1,000,000,000 and €3,000,000,000, although it may pursue Targets with smaller or larger

enterprise values.

To th e ex ten t ad dit ion al f ina nci ng i s ne ces sary to f und the Bus ine ss C ombin ati on a nd i t r emain s

unavailable or only available on terms that are unacceptable to the Company, the Company may be

compelled to either restructure or abandon the proposed Business Combination, or proceed with the

Business Combination on less favourable terms, which may reduce the Company's return on

investment.

The Company will seek to mitigate this risk by working with multiple scenarios in its discussions with

potential Targets and will generally seek to include a waiver, to be exercised at the discretion of the

seller(s) of such Target, of any minimum cash conditions. If the Company were to require additional

financing, the Company would conduct a comprehensive analysis in close consultation with

investment banks on the feasibility of an equity raise or debt financing, potentially including seeking

conditional commitments from prospective investors under strict wall-crossing procedures, prior to

proposing the Business Combination opportunity to the Business Combination EGM.

The Company depends on its Directors and CFO to identify potential Targets and

execute the Business Combination, and the loss of the services of such individuals

could have a material adverse effect on the Company's business, financial condition,

results of operations and prospects

The Directors and the CFO are responsible for, among other things, the planning and execution of

the Company's strategies, and identifying and executing a potential Business Combination

opportunity. Consequently, the Company's success will depend on the relationships, skills, expertise

and experience of its directors and executives. The departure of any of these individuals could

therefore adversely affect its ability to execute its strategy. The Company is dependent on a relatively

small group of individuals, including Francesco Trapani and Marco Piana. In particular, as announced

by the Company on 27 August 2021, the Board granted Francesco Trapani a temporary leave of

absence from his role on the Board effective through the end of 2021 for reasons connected to his

health. The other Directors all expressed their willingness to devote to the Company any amount of

time as may be required and, fortunately, Francesco Trapani has as of 1 January 2022 fully picked

up his role on the Board again. Although there is currently no indication that any of these individuals

will not remain with the Company for the immediate or foreseeable future, the Company cannot

assure investors they will and it does not have key-man insurance on the life of any of them. The loss

of the services of any of these individuals could have a detrimental effect on the Company, including

on its ability to identify potential Targets, successfully consummate a Business Combination or

otherwise execute its strategy.

This risk is mitigated by the fact that the Company has a pro-active Board and CFO. The Company

feels these individuals are well placed, and they have all expressed their willingness to devote to the

Company any amount of time as may be required, to achieve the Company's business objectives, in

particular the successful consummation of a Business Combination. The Company is furthermore

supported by the Sponsor pursuant to the Administrative Services Agreement, pursuant to which the

Sponsor provides free-of-charge secretarial, financial and administrative services to the Company,

and any other services as agreed between the Company and the Sponsor.

The Company's search for a Target and the Target's business, if acquired, may be

materially adversely affected by the COVID-19 pandemic and/or other matters of

global concern

As part of the Company's due diligence of a Target, it will consider the financial and operational

performance and overall resilience of the Target during the COVID-19 pandemic and/or other matters

of global concern (including, but not limited to, warfare, terrorist attacks, natural disasters or significant

outbreaks of other infectious diseases). However, past performance of a Target cannot guarantee

future results, and the Company cannot offer any assurance that a Target that has performed well

relative to other businesses since the onset of the COVID-19 pandemic would not be materially and

adversely affected by the effects of COVID-19 in the future or by the effects of another matter of

global concern. Furthermore, the Company may be unable to complete a Business Combination if

continued concerns relating to the COVID-19 pandemic or other matters of global concern restrict

travel, limit the ability to conduct due diligence and to have meetings with potential Targets and sellers,

and ultimately to negotiate and complete a Business Combination in a timely manner.

As a result of the recent vaccination efforts by national governments, economic growth (globally and,

in particular, in the European Union and the United States) has substantially recovered since the

onset of the COVID-19 pandemic. The Company believes that its targeted industry focus and

investment criteria will allow it to successfully source Targets. However, the extent to which the

COVID-19 pandemic or other matters of global concern impact the search for a Business Combination

will depend on future developments which are highly uncertain and cannot be predicted. For example,

the emergence of a new COVID-19 variant may result in measures such as travel bans and

restrictions, curfews, quarantines, lock downs and the mandatory closure of certain businesses. If the

disruptions posed by the COVID-19 pandemic and/or other matters of global concern continue or

worsen, the Company's ability to complete a Business Combination, or the operations of a Target with

which the Company ultimately completes a Business Combination, could be materially adversely

affected.

In addition, the Company's ability to complete a Business Combination may depend on its ability to

raise additional equity and/or debt financing, which may be affected by the COVID-19 pandemic and

other matters of global concern, including as a result of increased market volatility, decreased market

liquidity and third-party financing being unavailable on terms acceptable to the Company or at all. In

particular, the ongoing dispute between Russia and Ukraine, which may escalate in the upcoming

months and may disrupt energy markets and the supply of gas to Europe, is likely to contribute to

increased market volatility and uncertainty. See "In connection with the Business Combination, the

Company may need to arrange third party financing which it may be unable to obtain on favourable

terms or at all."

Since the Founder Shares and Founder Warrants will have substantially no value if

the Business Combination is not completed, a conflict of interest may arise for the

Sponsor and the Directors and CFO when determining whether a particular Target is

appropriate for a Business Combination

Subject to the terms and conditions set out in the Prospectus, the Sponsor will realise economic

benefits from its investment in the Company only if the Company consummates the Business

Combination. If the Company fails to consummate the Business Combination by the Business

Combination Deadline, the Sponsor will not be entitled to redeem the Founder Shares under any

repurchase procedure and, in accordance with the Articles of Association, will not receive liquidation

distributions on the Founder Share F1 or the Founder Shares before the holders of Ordinary Shares

have received €10.00 per Ordinary Share. The Sponsor is therefore likely to, in such a scenario, lose

all or substantially all of its investment (amounting to €9,809,796.80) in the Company.

In addition, Francesco Trapani and Marco Piana each hold investments in the Sponsor and other

members of its group of companies and all of the Directors and the CFO have a beneficial interest in

the Founder Shares through an investment in a special class of non-voting tracking stock issued by

the Sponsor. These persons are therefore similarly situated to the Sponsor with respect to the above

conflicts of interest.

The personal and financial interests of the Sponsor and the Directors and CFO may therefore

influence their motivation to identify and select a Target, complete a Business Combination and

influence the operation of the post-Business Combination company. As such, these individuals'

incentive to complete a successful Business Combination is greater than that of other investors, which

may cause the Company to propose a Business Combination to the Business Combination EGM that

would mitigate these individuals' own potential financial losses, but cause the investment of holders

of Ordinary Shares to be worth less than they would get in the event of a repurchase of Ordinary

Shares or a subsequent dissolution and Liquidation of the Company. This risk may become more

acute as the Business Combination Deadline nears or if overall market conditions deteriorate.

However, to the extent a Business Combination is approved, the Company will repurchase Ordinary

Shares held by Ordinary Shareholders that so wish, irrespective of whether and how they voted at

the Business Combination EGM.

Risk management and control systems

The Board is responsible for the control environment, including risk management and internal control

systems in order to properly manage the strategic, operational and other risks and uncertainties that

could have a material adverse effect on the Company's business and day-to-day operations. The

applicable risks and uncertainties for the Company are evaluated on a periodic basis by the executive

Directors and discussed with the non-executive Directors.

The Company considers the risk of fraud and other dishonest activities within the Company to be

limited, inter alia, because it does not have any employees that may enrich themselves by

misappropriating resources and the Company does not engage with customers. Moreover, the IPO

Proceeds are held in the Escrow Account and may only be released under strict conditions set out in

the escrow agreement published on the Company's website. The Company has a set of internal

control measures and compliance policies, a sufficient level of segregation of duties and a reporting

and monitoring framework.

In accordance with best practice provision 1.4.3 of the Dutch Corporate Governance Code, the

executive Directors are of the opinion that, to the best of their knowledge:

•

the report of the Board provides sufficient insights into any deficiencies in the effectiveness of

the internal risk and control systems, and no deficiencies in the effectiveness of the internal

risk and control systems have been identified;

•

the internal risk management and control systems of the Company provide reasonable

assurance that the financial reporting as included in the Financial Statements do not contain

any material inaccuracies;

•

there is a reasonable expectation that the Company will be able to continue its operations and

meet its liabilities for at least twelve months, therefore, it is appropriate to adopt the going

concern basis in preparing the financial reporting; and

•

there are no material risks or uncertainties that could reasonably be expected to have a

material adverse effect on the continuity of the Company's operations in the coming twelve

months.

Dutch Corporate Governance Code

The Company acknowledges the importance of good corporate governance and agrees with the

general approach and with the majority of the provisions of the Dutch Corporate Governance Code.

However, considering the Company's nature as a SPAC, its interests and the interest of its

stakeholders, it is expected that the Company will deviate from a limited number of best practice

provisions, which are the following:

Internal audit function (principle 1.3)

The Company does not have an internal audit department. The non-executive Directors will remain

involved with the execution of the internal audit function as stipulated in best practice provisions 1.3.1

to 1.3.5. The Board is of the opinion that adequate alternative measures have been taken in the form

of the Company’s risk management and control systems, as outlined elsewhere in this report, and

that it is presently not necessary to establish an internal audit function considering the nature of the

Company as a SPAC. The need for an internal audit function is assessed on a yearly basis by the

Board.

Appointment and dismissal (best practice provision 1.3.1)

The Company has not established an internal audit department nor appointed a senior internal

auditor. Please refer to the explanation under principle 1.3.

Assessment of the internal audit function (best practice provision 1.3.2)

The Company has not established an internal audit department. Please refer to the explanation under

principle 1.3.

Internal audit plan (best practice provision 1.3.3)

The Company has not established an internal audit department. Please refer to the explanation under

principle 1.3.

Performance of work (best practice provision 1.3.4)

The Company has not established an internal audit department. Please refer to the explanation under

principle 1.3.

Reports of findings (best practice provision 1.3.5)

The Company has not established an internal audit department. Please refer to the explanation under

principle 1.3.

Company secretary (best practice provision 2.3.10)

The Company has not appointed and does not intend to appoint a company secretary in order to

maintain a small and cost-efficient organisation during its search for a Business Combination. Until

such time, the Company will benefit from the secretarial services provided by the Sponsor pursuant

to the Administrative Services Agreement.

Majority requirements for dismissal and overruling binding nominations (best practice

provision 4.3.3)

All Directors, with the exception of one Director, are appointed and dismissed by the meeting of the

holders of Founder Shares on the recommendation of the Board. The one Director referred to in the

previous sentence is appointed and dismissed by the General Meeting on the binding nomination of

the meeting of the holders of Founder Shares. Each binding nomination can only be overruled by the

General Meeting by a two-thirds majority of votes cast representing more than 50% of the issued

share capital of the Company, unless the dismissal is proposed by the Board, in which case a simple

majority of the votes would be sufficient. The possibility of convening a new general meeting as

referred to in Section 2:230(3) of the Dutch Civil Code in respect of these matters has been excluded

in the Articles of Association. The Company believes that prior to the Business Combination these

provisions support the continuity of the Company's management and its business and that those

provisions, therefore, are in the best interests of its shareholders and other stakeholders.

Conflicts of interest

The Board rules include provisions on the procedures to be followed in the event of a conflict of

interest. The Company applies a related party transaction policy to set out the internal rules for related

party transactions in line with applicable legislation and the Dutch Corporate Governance Code.

There have been no material related party transactions that do not follow normal business dealings

or that are not entered into under normal market conditions with related parties as defined in Section

2:167 of the Dutch Civil Code. The Company therefore complied with the best practice provisions

2.7.3, 2.7.4 and 2.7.5 of the Dutch Corporate Governance Code.

Takeover Directive (Article 10)

In the context of the EU Takeover Directive (Article 10) Decree (Besluit artikel 10 overnamerichtlijn),

the following notifications must be given insofar as they are not included in this management report.

Limitations on the transfer of shares

The Company has not imposed any limitations on the transfer of its shares and therefore there are

no outstanding or potential protection measures against a takeover of control of the Company.

The Sponsor is bound by a contractual lock-up undertaking with respect to the Founder Shares, the

Founder Warrants and the Founder Share F1 and or Ordinary Shares received upon completion of

the Business Combination Date or in connection with conversion on a 5.68-for-1 basis (in each case,

as a result of the conversion of Founder Shares), the terms and conditions of these undertakings are

set out in the Letter Agreement and described in the Prospectus.

Substantial holdings

The Company and its shareholders are not subject to the substantial shareholdings and voting rights

notification obligations under the Dutch Financial Supervision Act (Wet op het financieel toezicht).

Material Subsidiaries

The Company does not have any subsidiary.

Special controlling rights

Other than as disclosed below, no special controlling rights are attached to the shares in the

Company.

Founder Shares

The Founder Shares have the same voting rights attached to them as Ordinary Shares, except that

prior to or in connection with the completion of the Business Combination, only the Sponsor in its

capacity as holder of Founder Shares will have the right to vote in respect of (i) the appointment and

dismissal of all but one Director (which Directors will be appointed and dismissed following a

recommendation by the Board) and (ii) the nomination of one Director by way of binding nomination

(which Director will be appointed and dismissed by the General Meeting).

Founder Share F1

The Founder Share F1 held by the Sponsor entitles its holder to cast four votes in any General

Meeting for each issued and outstanding Founder Share at the record date of that General Meeting,

subject to the contractual limitation described below under "Limitations on voting rights". The Founder

Share F1 allows its holder to attend a General Meeting and satisfy a quorum requirement which may

be needed to adopt a resolution to complete a Business Combination through a legal merger, whether

domestic or cross-border. Were such quorum not represented at the relevant General Meeting, the

adoption of such resolution would require a majority of at least two-thirds of the votes cast by virtue

of Dutch law.

System of control for equity incentive plans

The Company does not have any equity incentive plans.

Limitations on voting rights

Other than as disclosed below, to the best of the Company's knowledge, the voting rights attached to

the shares in the Company are not restricted, and neither are the terms in which voting rights may be

exercised restricted.

Founder Shares

The Sponsor has agreed in the Letter Agreement to vote any shares in the Company (other than the

Founder Share F1) held by it in favour of a proposed Business Combination and in favour of a

proposed Liquidation.

Founder Share F1

The Sponsor has agreed in the Letter Agreement not to cast any vote on the Founder Share F1 in

any General Meeting in respect of any resolution, including a resolution to complete a Business

Combination.

Appointment and dismissal of Directors and amendment of the Articles of Association

Appointment and dismissal of Directors

All Directors, with the exception of one Director, are appointed and dismissed by the meeting of the

holders of Founder Shares on the recommendation of the Board. The one Director referred to in the

previous sentence is appointed and dismissed by the General Meeting on the binding nomination of

the meeting of the holders of Founder Shares. The relevant meeting may only vote on a resolution to

appoint a Director who is listed as a candidate on the agenda of the meeting or the explanatory notes

thereto. Each binding nomination can only be overruled by the General Meeting by a two-thirds

majority of votes cast representing more than 50% of the issued share capital of the Company, unless

the dismissal is proposed by the Board, in which case a simple majority of the votes would be

sufficient. The possibility of convening a new general meeting as referred to in Section 2:230(3) of

the Dutch Civil Code in respect of these matters has been excluded in the Articles of Assocation.

The Articles of Association provide that a Director may be suspended by the corporate body of the

Company that is authorised to appoint such Director. An executive Director may also be suspended

by the Board. A suspension can be discontinued by the General Meeting at any time. A suspension

may be extended one or more times, but may not last longer than three months in the aggregate. If,

at the end of that period, no decision has been taken on termination of the suspension or on removal,

the suspension shall end and the Director shall be reinstated.

The Articles of Association provide that the Board shall consist of one or more executive Directors

and two or more non-executive Directors. The majority of the Board shall consist of non-executive

Directors. The total number of Directors (including the number of executive Directors and non-

executive Directors) shall be determined by the Sponsor through its Founder Shares.

The non-executive Directors have prepared a profile (profielschets) of the size and composition of

the Board, taking account of the nature of the Company and the business connected with it. This

board profile addresses: (i) the desired expertise and background of the executive Directors and non-

executive Directors; (ii) the desired composition of the Board in terms of diversity; (iii) the size of the

Board; and (iv) the independence of the non-executive Directors. The profile is available free of

charge on the Company's website.

Amendment of the Articles of Association

The General Meeting may pass a resolution to amend the Articles of Association, but only on a

proposal of the Board that has been stated in the notice of the General Meeting. In the event of a

proposal to the General Meeting to amend the Articles, a copy of such proposal containing the

verbatim text of the proposed amendment will be deposited at the Company's office, for inspection

by its shareholders and other persons holding meeting rights, until the end of the meeting.

Furthermore, a copy of the proposal will be made available free of charge to the Company's

shareholders and other persons holding meeting rights from the day it was deposited until the day of

the meeting. Under Dutch law, a resolution of the General Meeting to amend the Articles of

Association that has the effect of reducing the rights specifically attributable to shares of a particular

class is subject to approval of the meeting of holders of shares of that class. Neither the resolution of

the General Meeting nor the approval of that class is subject to any qualified majority or quorum

requirements.

Pursuant to the Letter Agreement, the Sponsor and the Directors have agreed they will not propose

any amendment to the Articles which materially and adversely affects the rights of holders of Ordinary

Shares (each such amendment, an "Amendment"), unless the Company initiates a repurchase

procedure, allowing the holders of Ordinary Shares to, upon approval of any Amendment, redeem

their Ordinary Shares and receive a pro rata share of funds in the Escrow Account, which, as a result

of the Negative Interest Cover, is anticipated to be €10.00 per Ordinary Share.

The Board's powers to issue shares and repurchase shares

Pursuant to the Articles of Association, the Board has the authority to resolve to issue shares and/or

grant rights to acquire shares or other equity or convertible instruments issued by the Company and

restrict or exclude any pre-emptive rights in respect thereof.

The Company may acquire fully paid shares in its own capital at any time for no valuable

consideration (om niet). Furthermore, subject to certain provisions of Dutch law and the Articles of

Association, the Board has the authority to resolve to repurchase fully paid-up shares in the

Company's capital unless (i) the shareholders' equity less the payment required for the repurchase

falls below the reserves required by Dutch law or its Articles of Association or (ii) the Board is aware

or should reasonably foresee that after such repurchase the Company will not be able to continue to

pay its due and payable debts.

Significant agreements and changes in the control of the Company

The Company does not have any such agreements.

Redundancy agreements in the event of a public takeover bid

The Company has not concluded any agreements with any Director or employee that provides for

any severance pay in the case of a termination of employment in connection with a public bid within

the meaning of Article 5:70 of the Dutch Financial Supervision Act.

REPORT OF THE NON-EXECUTIVE DIRECTORS

The non-executive Directors' main responsibility is to supervise and advise the executive Directors in

their search for a Business Combination and the manner in which the Company's strategy is

implemented. The non-executive Directors also focus on the effectiveness of the Company's internal

risk management and control systems and the integrity and quality of the financial reporting.

Composition

The Company will leverage the extensive experience of its Board, especially in the Tar get Sector.

Thanks to the Directors' extensive relationships in the Ta rget Sec tor, as well as their broad deal

sourcing networks (both in terms of active and passive deal flow origination), the Company will have

direct access to several potential Targets. Moreover, the members of the Board have proven track

records of leading companies to a public listing and realizing post-merger value.

In addition to Francesco Trapani and Marco Piana, as the Company's Chairman and CEO,

respectively, the following people act as independent

non-executive Directors.

Name

Age

Position

Gender

Nationality

René Abate .............

Chairperson non-executive

Director

Male

France

Beatrice Ballini ........

Non-executive Director

Female

Italy

Thomas Walker .......

Non-executive Director

Male

U.S.

René Abate

René Abate has been serving as an independent, non-executive Director and chairperson of the

Board since the Settlement Date. He was a core member of the Consumer, Luxury, Marketing, Sales

& Pricing and Strategy practices at The Boston Consulting Group from 1974 to 2015. René has held

a wide range of leadership positions, including head of the Paris office and chairman of BCG Europe.

He also served as member of BCG's worldwide Executive Committee. He is now a senior advisor of

BCG. René currently serves as chairman of the advisory committee of Fapi, the private equity arm of

the Rothschild Merchant Bank. He is managing partner at Delphen and president of Loanboox sas,

the French subsidiary of a Swiss financial technology company. He has previously sat on the boards

of Carrefour, Atos, LFB and the Ecole Nationale des Ponts et Chaussées. René has a degree in civil

engineering from Ecole Nationale des Ponts et Chaussées (MS) and an MBA from Harvard Business

School. He is chevalier de la legion d'honneur.

Thomas Walker

Thomas Walker has been serving as an independent, non-executive Director since the Settlement

Date. He is co-founder of CCMP Capital (formerly J.P. Morgan Partners), a global private equity

investment firm. He managed the European investment effort out of London and served as global co-

head of the Consumer and Retail investment practice. Thomas resigned from CCMP in 2018, after

17 years with the firm. Prior to CCMP, Thomas worked in the New York-based investment banking

divisions of J.P. Morgan, Credit Suisse and Drexel Burnham Lambert. He is also a non-executive

director at PureGym. He was involved in multiple debt and equity financings and numerous M&A

Within the meaning of best practice provisions 2.1.7 to 2.1.9 inclusive of the Dutch Corporate Governance Code.

transactions. Thomas is a graduate of the University of Wisconsin (BA) and University of Chicago

(MBA).

Beatrice Ballini

Beatrice Ballini has been serving as an independent, non-executive Director since the Settlement

Date. She has been a core member of Russell Reynolds Retail Practice for 24 years and is a steering

committee member of the CEO Advisory Partners group. She also sits on the board of Coty Inc., an

American multinational beauty company, as an independent director and, since June 2021, Beatrice

chairs the Nomination, Remuneration and Governance Committee of Coty Inc. Previously, Beatrice

was the chief executive officer of Truzzi, a prominent men's clothing manufacturer in Milan and

assisted with the company's strategic growth. Prior to this, she spent four years with Goldman Sachs

& Co. in New York as a Vice President of Mergers and Acquisitions. Beatrice began her career with

Bain & Co., first in London and later in Boston as a Manager. Beatrice received her BA in chemical

engineering from the Polytechnic of Milan and her MS in ocean engineering from Massachusetts

Institute of Technology ("MIT"). She then received her MBA from the MIT Sloan School of

Management, where she was awarded the Brooks Prize.

Meetings and attendance

The non-executive Directors held 3 (three) regular meetings prior to the release of the financial

statements. All such meetings were attended either in person or via conference call by Francesco

Trapani, Marco Piana and all non-executive Directors, except for the meeting held on December 1

2021 which was held during Francesco Trapani’s temporary leave of absence from his role on the

Board. In addition, a few meetings were held without the executive Directors, such as the meeting

where the non-executive Directors discussed their own functioning. All non-executive Directors

attended all the meetings, as such the absenteeism rate is zero.

Other than the Audit Committee, the Board has not installed any standing committees as this is not

required under Dutch law or the Dutch Corporate Governance Code based on the current composition

of the Board. If the Board would in the future consist of more than four non-executive members, it

should, in addition to the existing Audit Committee, appoint from among its members a remuneration

committee and a selection and appointment committee to remain in compliance with the Dutch

Corporate Governance Code.

Audit Committee

The Company has an Audit Committee, consisting of René Abate, Beatrice Ballini and Thomas

Walker. The duties of the Audit Committee include:

•

informing the Board of the results of the statutory audit and explaining how the statutory audit

has contributed to the integrity of the financial reporting and how the Audit Committee has

fulfilled this process;

•

monitoring the financial reporting process and making proposals to safeguard the integrity of

the process;

•

monitoring the effectiveness of the internal control systems, the internal audit system, if any,

and the risk management system with respect to financial reporting;

•

monitoring the statutory audit of the annual accounts, and in particular the process of such

audit taking into account the assessment of the AFM in accordance with Section 26, subsection

6, of the Regulation (EU) No 537/2014 of the European Parliament and of the Council of 16

April 2014 on specific requirements regarding statutory audit of public-interest entities (the "EU

Regulation");

•

assessing and monitoring the independence of the external auditor with particular attention to

the provision of ancillary services to the Company; and

•

establishing the procedure for selecting the statutory auditor or audit firm and the nomination

for the engagement to perform the statutory audit in accordance with Section 16 of the EU

Regulation.

The Audit Committee's terms of reference are available free of charge on the Company's website.

Prior to the release of the financial statements, all members of the Audit Committee attended 2 (two)

regular meeting. Matters discussed during these Audit Committee meetings include:

• the appointment of Beatrice Ballini as Chairperson of the Audit Committee;

• the supervision of the integrity and quality of the Company’s financial reporting and the

effectiveness of the Company’s internal risk management and control systems; and

• the assessment of the independence of the external auditor.

Internal audit function

The Company does not have an internal audit function. The need for an internal audit function is

assessed on a yearly basis by the Board. The Board concluded that an internal audit function is not

necessary due to the nature of the Company as a SPAC.

External auditor

The Board has evaluated the activities performed for the Company by Mazars Accountants N.V.

("Mazars"). It is apparent that Mazars is capable of forming an independent judgment concerning all

matters that fall within the scope of its auditing task; there is a good balance between the effectiveness

and efficiency of their actions, for example in relation to auditing costs, risk management and

reliability.

Term of appointment of the Directors

All Directors have been appointed for a term until the end of the annual general meeting of the

Company in 2024, subject to certain termination provisions.

Diversity

As from the Settlement Date, the Company has adopted a diversity policy, which, among other things,

addresses the diversity aspects that are relevant to the Company. The aim is to comprise the Board

of a mix of talented and skilled individuals, with different backgrounds in education and (work)

experience and diverse competences. The full text of the diversity policy is available free of charge

on the Company's website.

As from 1 January 2022, the bill on gender diversity quota (Wet inzake evenwichtige man vrouw

verhouding in de top van het bedrijfsleven) has entered into force, requiring the supervisory board or

the non-executive directors of a one-tier board of a Dutch listed company to comprise at least one-

third women and at least one-third men. Appointments not in accordance with this quota should be

regarded as null and void (nietig). The quota will apply to new appointments of supervisory or non-

executive directors made after the bill comes into force. A supervisory or non-executive director who

is eligible for reappointment can be reappointed if his or her reappointment takes place within eight

years of the year of the first appointment, even if this reappointment would not make the male-female

ratio more balanced.

As of 31 December 2021, the Board included one female non-executive Director and two male non-

executive Directors and the Company is therefore in compliance with the applicable gender diversity

quotum.

Functioning of the Board and the non-executive Directors (evaluation accountability)

The non-executive Directors discussed, in the absence of the executive Directors, their own

functioning. The outcome of the evaluation is positive. Despite its relatively new composition, it was

found that the non-executive Directors have rapidly organized themselves in an effective and efficient

manner and considers the contributions of each non-executive Director to be complementary in

nature. There is a good level of transparency amongst both the non-executive Directors amongst

each other and the Board as a whole. The non-executive Directors' evaluation delivered areas for

improvement and key topics for 2022, of which the most material relate to spending more time on

discussing the strategy to find the right Targ et to form a Business Combination with and further

strengthening the relationship amongst the non-executive Directors and the Board taken as a whole.

The non-executive Directors conducted an annual review to identify any aspects with regard to which

they require further training or education during their term of office. Given the nature of the Company

as a SPAC and the various backgrounds and expertise from the non-executive Directors, each

individual Board member has an own responsibility to train and educate itself on such topics as may

be required.

We shared our reflections with the non-executive Directors and had an individual discussion with

each to discuss last year's performance, area of improvement and/or development and key priorities

for 2022.

Remuneration of the Directors and the CFO

The Directors and the CFO were all appointed on 16 July 2021.

The remuneration for the Directors and the CFO paid by the Company is set out below.

Francesco Trapani is entitled to a gross annual fee of €35,000 for his position as executive Director

and Chairman. Marco Piana is entitled to a gross annual fee of €50,000 for his position as executive

Director and CEO. The compensation of Francesco Trapani and Marco Piana is invoiced by and paid

to the Sponsor. Carlo di Biagio, CFO of the Company, is an external consultant and is entitled to a

one-off fee of €50,000.

Each non-executive Director is entitled to a gross annual fee of €35,000.

These amounts are all periodically paid rewards.

As of December 31

, 2021, the following remuneration has already been paid to the Directors and

the CFO:

Appointment

Date

Remuneration

2021 (€)

of which paid

in 2021 (€)

Directors

Francesco Trapani

......................................

16/07/2021

17,500

8,750

Marco Piana

...............................................

16/07/2021

25,000

12,500

René Abate .................................................

16/07/2021

17,500

8,750

Beatrice Ballini ............................................

16/07/2021

17,500

8,750

Thomas Walker ..........................................

16/07/2021

17,500

8,750

CFO

Carlo di Biagio ............................................

16/07/2021

12,500

Total Directors and CFO

107,500

47,500

Any personal taxes due in relation to these fees or any other benefits deemed realised in relation to

a Board position and/or, if applicable, the direct or indirect holding of Founder Shares and Founder

Warrants and other interests in the Company are for the account of the relevant executive or non-

executive Director.

The remuneration of the Directors following a Business Combination, if any, shall be disclosed in the

shareholder circular published in connection with the Business Combination EGM, will conform to

applicable law and regulations, and is expected to be in line with market practice for similar

companies.

Interests of the Directors and the CFO

None of the Directors and the CFO directly own any of the Ordinary Shares, Warrants, Founder

Shares, the Founder Share F1 or Founder Warrants. However, Francesco Trapani and Marco Piana

each hold investments in the Sponsor and therefore have an indirect interest in the Founder Shares,

the Founder Share F1 and the Founder Warrants.

Number of

Ordinary

Number of

Founder

Percentage

of voting

rights

through

Directors

Francesco Trapani

(1)

.................................................

—

2,634,340

10.02

Marco Piana

(1)

.........................................................

—

1,311,911

4.99

René Abate ..............................................................

—

Beatrice Ballini .........................................................

—

Thomas Walker .......................................................

—

Number of

Ordinary

Number of

Founder

Percentage

of voting

rights

through

Directors

CFO

Carlo di Biagio .........................................................

—

Note:

(1) Indirect voting interest in respect of the Founder Shares held and exercised through his interest in the Sponsor. The

Sponsor is controlled by Francesco Trapani through Argenta Holdings S.à r.l. (50.10% ownership), Marco Piana

(24.95% ownership) and Tages S.p.A. (24.95% ownership).

In addition, the Directors and the CFO indirectly participate in the performance of the Founder Shares

through individual investments in a special class of non-voting tracking stock issued by the Sponsor.

Directors

Francesco Trapani

Francesco Trapani holds investments in the Sponsor and therefore has an indirect interest in the

Founder Shares, the Founder Share F1 and the Founder Warrants. In addition, Francesco Trapani,

through his wholly owned entity Argenta Holding S.à r.l., indirectly participates in the Founder Shares

through an investment of €2,882,600.00 in a special class of non-voting tracking stock issued by the

Sponsor.

Marco Piana

Marco Piana holds investments in the Sponsor and therefore has an indirect interest in the Founder

Shares, the Founder Share F1 and the Founder Warrants. In addition, Marco Piana indirectly

participates in the Founder Shares through an investment of €165,000.00 in a special class of non-

voting tracking stock issued by the Sponsor.

René Abate

René Abate, through his wholly owned entity Delphen S.à r.l., indirectly participates in the Founder

Shares through an investment of €480,400.00 in a special class of non-voting tracking stock issued

by the Sponsor.

Beatrice Ballini

Beatrice Ballini indirectly participates in the Founder Shares through an investment of €338,000.00

in a special class of non-voting tracking stock issued by the Sponsor.

Thomas Walker

Thomas Walker indirectly participates in the Founder Shares through an investment of €507,100.00

in a special class of non-voting tracking stock issued by the Sponsor.

CFO

Carlo di Biagio

Carlo di Biagio indirectly participates in the Founder Shares through an investment of €202,800.00 in

a special class of non-voting tracking stock issued by the Sponsor.

Financial Statements and auditor's opinion

The financial statements as prepared by the Board and included in this annual report (the “Financial

Statements”) have been audited and Mazars has issued an unqualified opinion on them. The

Financial Statements were extensively discussed by the Audit Committee and the Board in the

presence of the external auditor. The Board is of the opinion that the Financial Statements meet all

requirements for transparency and correctness. Therefore, the Board recommends that the General

Meeting to be held on 30 May 2022 adopts the Financial Statements and the appropriation of the

result and grants discharge to the individual members of the Board from liability for the exercise of

their respective duties for the year under review.

Result appropriation VAM Investments SPAC realised a loss of €3,154,802.43

The proposal to the General Meeting is to recognise this loss in other reserves. In accordance with

the Articles of Association, the members of the Board have signed the Financial Statements to comply

with their statutory obligation pursuant to Section 2:210, paragraph 2, of the Dutch Civil Code.

Looking ahead

The non-executive Directors wish to thank the executive Directors for their continued dedication and

commitment in aiming to realise a Business Combination by the Business Combination Deadline. The

non-executive Directors continue to advise and support the executive Directors in their search for a

Business Combination and the manner in which the Company's strategy is implemented.

On behalf of the non-executive Directors of VAM Investments SPAC

Milan, 14 April 2022

___________________________

René Abate

Non-executive Director and Chairperson

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing this annual report in accordance with applicable laws and

regulations. This annual report comprises the Directors' report, the Financial Statements and some

other information.

The Directors have prepared the annual report in accordance with International Financial Reporting

Standards ("IFRS") as adopted by the European Union and the relevant provisions of the Dutch Civil

Code. In preparing the annual report, the Directors are required to:

•

select suitable accounting policies and then apply them consistently;

•

make judgements and accounting estimates that are reasonable and prudent;

•

state whether applicable IFRS as adopted by the European Union and the relevant provisions

of the Dutch Civil Code have been followed, subject to any material departures disclosed and

explained in the annual report; and

•

prepare the annual report on the going concern basis, unless it is inappropriate to presume

that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show

and explain the Company's transactions and disclose, with reasonable accuracy at any time, the

financial position of the Company and enable them to ensure that the annual report complies with

applicable law. The Directors have assessed whether the risk assessment executed showed any

material failings in the effectiveness of the Company's internal risk management and control systems.

Though such systems are designed to manage and control risks, they can provide reasonable, but

not absolute, assurance against material misstatements. Based on this assessment, to the best of

our knowledge and belief, no material failings of the effectiveness of the Company's internal risk

management and control systems occurred and the internal risk and control systems provides

reasonable assurance that the Financial Statements do not contain any errors of material importance.

With reference to Section 5:25c, paragraph 2c, of the Dutch Financial Supervision Act, each of the

Directors, whose names and functions are listed in the Directors' report, confirm that, to the best of

their knowledge:

•

the Company's financial statements, which have been prepared in accordance with IFRS as

adopted by the European Union and the relevant provisions of the Dutch Civil Code, give a

true and fair view of the assets, liabilities, financial position and profit or loss of the Company;

•

the Directors' report gives a true and fair view on the situation on the balance sheet date, the

development and performance of the business and the position of the Company of which the

financial information is included in the Directors' report and includes a description of the

principal risks and uncertainties that the Company faces; and

•

having taken all matters considered by the Board and brought to the attention of the Board

during the financial year into account, the Directors consider that the annual report, taken as a

whole is fair, balanced and understandable. The Directors believe that the disclosures set out

in this annual report provide the information necessary for shareholders to assess the

Company's position, performance, business model and strategy.

After conducting a review of management analysis, the Directors have reasonable expectation that

the Company has adequate resources to continue in operational existence for the foreseeable future.

For this reason, the Directors consider it appropriate to adopt the going-concern basis in preparing

the annual report.

On behalf of the Directors of VAM Investments SPAC

Milan, 14 April 2022

___________________________ __________________________

Francesco Trapani Marco Piana

Executive Director Executive Director

___________________________ __________________________

René Abate Thomas Walker

Non-Executive Director Non-Executive Director

___________________________

Beatrice Ballini

Non-Executive Director

Financial Statements

for the period 7 April 2021 to 31 December 2021

Statement of profit and loss and other comprehensive income

in EUR '000

Notes

Form 7 April 2021 to

31 December 2021

Other expenses

-923

Operating expenses

-923

Operating Loss

-923

Fair Value adjustment on Market Warrant

1,788

Interest Income

Effective Interest on Ordinary shares subject to redemption

-3,540

Interest expenses on Escrow

-489

Finance income and expenses

-2,232

Nel loss before income tax

-3,155

Income Tax

Net Loss for the period

-3,155

Other comprehensive result for the period

Total comprenhensive loss for the period

-3,155

Earning per shares

Basic earnings per share (EUR)

-0.15

Diluted earnings per share (EUR)

-0.15

Statement of financial position

in EUR '000

Notes

31 December 2021

7 April 2021

ASSETS

Non Current Assets

Other Financial Assets

210,947

Total Non current assets

210,947

Current Assets

Other receivables

Cash and cash equivalents

2,955

Other current assets

753

Total current assets

3,710

Total Assets

214,658

EQUITY AND LIABILITES

Equity

Issued share capital

Share premium

9,757

Results for the year

-3,155

Total current assets

6,655

Liabilities

Non-current liabilities

Reedemable ordinary shares

196,383

Deferred Underwriting Fee

7,361

Market Warrant

3,996

Total non-current liabilities

207,740

Current liabilities

Other Payable

262

Total non-current liabilities

262

Total Liabilities

208,003

Totale equity and liabilities

214,658

Statement of changes in equity

In EUR 000

Capital

Premium

Result for

the year

Total

Equity

Opening Balance

Issuance of Founder Shares

9,757

9,810

Profit (loss) for the period

-3,155

Closing Balance - 31 December 2021

9,757

-3,155

6,655

Statement of cash flows

In EUR ‘000

Notes

2021

Cash flows from operating activities

Operating Loss

-923

Interest paid

-489

Interest Income

(Increase)/Decrease in working capital:

- Increase other receivables

-2

- Increase other current asstes

-753

- Increase other payables

262

Net cash outflow from operating activities

-1,895

Cash flows from financing activities

Proceeds from issuance of founder shares

9,810

Proceeds from issuance of ordinary shares

210,327

Transaction cost related to the issuance of ordinary shares

-4,541

Transaction cost not paid related to the issuance of warrant

202

Net cash inflow from financing activities

215,798

Cash flows from investing activities

Other Financial Assets - Escrow account

-210,947

Net cash flow from investing activities

-210,947

Net increase in cash and cash equivalents

2,955

Cash and cash equivalents at the beginning of the financial year -

Effects of exchange rate changes on cash and cash equivalents

Cash and cash equivalents at the end of the financial period

2,955

Notes to the Company financial statements

General information

VAM Investments SPAC B.V. ("VAM Investments SPAC" or the "Company") is a private limited liability

company incorporated under Dutch law (besloten vennootschap met beperkte aansprakelijkheid), with its

statutory seat in Amsterdam, the Netherlands, and its registered office at Via Manzoni 3, 20121 Milan,

Italy, and registered in the Trade Register of the Dutch Chamber of Commerce (handelsregister van de

Kamer van Koophandel) under number 82465207, and operating under the laws of the Netherlands. The

Company's Legal Entity Identifier is 724500WU54AQ8OJ2SU41. VAM Investments SPAC was admitted

to listing and trading on Euronext Amsterdam, the regulated market operated by Euronext Amsterdam N.V.

("Euronext Amsterdam") on 19 July 2021 following an initial public offering ("IPO") of Units (as defined

below) pursuant to which it raised €210,326,560 in gross proceeds (the "IPO Proceeds").

VAM Investments SPAC is a Special Purpose Acquisition Company ("SPAC") and was incorporated for

the purpose of effecting a merger, demerger, share exchange, asset acquisition, share purchase,

reorganisation or similar business combination with, or acquisition of, a business or company (a "Target")

(a "Business Combination") operating in the consumer products and services sector (the "Target

Sector") that is headquartered or operating in the European Economic Area, Switzerland or the United

Kingdom, although it may pursue a Business Combination opportunity in any geography, industry or sector.

VAM Investments Group S.p.A. is the sponsor of the Company (the "Sponsor").

Each unit sold to investors in the IPO comprised (the "Units"):

(i) one ordinary share in the share capital of the Company, each having a nominal value of €0.01

(jointly, the "Ordinary Shares"); and

(ii) a right to receive one-half (1/2) of a redeemable warrant issued by the Company (jointly, the

"Warrants"). During the exercise period described in the Prospectus (as defined below), each

whole Warrant entitles an eligible holder to acquire one Ordinary Share, at the exercise price

of €11.50 per Ordinary Share, subject to certain anti-dilution provisions, in accordance with the

terms and conditions of the Warrants and the Founder Warrants (as defined below) as

published on the Company's website (the "Warrant T&Cs").

The Units traded on Euronext Amsterdam as Ordinary Shares with (cum) a right to acquire one-half (1/2)

of Warrant until 27 July 2021, on which day a distribution in kind was made at the expense of the general

share premium reserve maintained by the Company, whereby one-half (1/2) of a Warrant was distributed

to each holder of Ordinary Shares on the record date (the "Distribution"), after which the Ordinary Shares

and the whole Warrants commenced trading separately on Euronext Amsterdam. Entitlements to fractions

of Warrants were forfeited.

Since the IPO, we have been focusing on finding the right Target for our SPAC. Whilst we have reviewed,

and are reviewing, multiple potential Targets, at the date of this management report, we have not yet

selected a Target that could be proposed to the Business Combination EGM (as defined below). We

continue our search for a Business Combination with a Target, which is to be completed within the 24-

month period from the settlement date of the IPO (the settlement date of the IPO, being 21 July 2021, the

"Settlement Date"), being 21 July 2023, plus an additional six months subject to approval by the general

meeting (algemene vergadering) of the Company (the "General Meeting") (the "Business Combination

Deadline"), as announced in the prospectus relating to the IPO dated 14 July 2021 (the "Prospectus").

If the Company proposes to complete a Business Combination, it will convene an extraordinary General

Meeting and propose the Business Combination to the Company's shareholders (the "Business

Combination EGM"). The resolution by the Board (as defined below) to complete a Business Combination

will require the prior approval of a simple majority of the votes cast on the Ordinary Shares and the Founder

Shares (as defined below) at the Business Combination EGM. If a proposed Business Combination is not

approved at the Business Combination EGM, the Company may (i) provide notice of a subsequent General

Meeting and submit the same proposed Business Combination for approval or (ii) seek other potential

Target s, provi ded tha t the Busin ess Com binat ion mus t be c om ple ted pri or t o the Business Combination

Deadline.

Capital structure

At incorporation, the Company issued 1 share with a nominal value of €1.00 to the Sponsor. Following the

IPO and the concurrent private placement with the Sponsor, the Company's issued capital was increased

to €1,262,908.20, as at 31 December 2021 consisting of the following:

(v) €52,581.64, representing approximately 4.16% of the Company's issued capital, consisting